Spiders hunt alone, anyway
by karma-is-a-turtle
Summary: Ben's death hits the Parker family hard, May worst of all. OR. That AU where May Parker struggles to cope with her husband's death and her nine-year-old nephew grows up learning how to pick up her slack. OOC!Peter, OOC!May
1. Prologue

The dim glow of street lights reflected off the garish, yellow police tape that barred Peter access to his own home. Flashing cars screeched at him as men in blue scrambled between them. Cries crammed the air, and the front door burst open.

A tearful May Parker slunk out of the house, a female cop placing an arm reassuringly around her shoulders.

Another group of cops slowly clambered outside, in their hands, a stretcher, in the stretcher, a body bag.

Uncle Ben was nowhere in sight.

* * *

_The counsellor smiled gently at Peter, rubbing a hand soothingly on his back as he sniffed. "It's going to be okay," she coaxed, "your Aunt May will take good care of you, I'm sure. I know Uncle Ben's passing is hard, but you need to be strong! Be a big boy and help her as much as you can!"_

'_Get over it.' Peter heard the message loud and clear. He couldn't stop himself from scowling at the lady. "Aunt May's sad too," he pointed out, lip sagging in a way only a nine-year-old could pull off. _

_The woman frowned, retracting her hand and bringing it to her lap. "I'm sure your Aunt May will be brave for the both of you."_

_Peter wrinkled his nose, the pungent, alcoholic smell still lingering from when May dropped him off. _

"_I guess."_


	2. Chapter 1

_*SLAM*_

"_Peeettteeerrr!" _A drunken voice slurred out. He could already hear her feeble attempts at shutting the door.

Peter sighed, putting down his pen and closing his textbook. "Coming, Aunt May!" By the time he reached the lounge, May had already thrown up.

"_P...e...t...e..r." _

"Aunt May, please don't trace my name in your vomit."

She giggled.

Peter exhaled, pinching his nose as he stepped over the mess and closed the front door, he turned around to face the chaotic scene. "So we're doing this song and dance again," Peter grumbled, already bending down to hoist up his Aunt.

"A-Aww," she stuttered, head lolling in the air, "my baby boy's s-so strong."

He squirmed at the stench of alcohol and vomit billowing out of her mouth. "Your 'baby boy' is also fourteen-years-old and has a Science Fair project he needs to finish," came his dry response.

"Oh, P-Pete," she wrapped an arm around his neck, "I'm s-so sorry _-hic-_ You have to take care of your g-good-for-nothing Aunt, again."

He sighed, pushing open the bedroom door and depositing her sideways onto the bed. "You're not 'good-for-nothing'," he wrestled the covers from beneath her, "you're just having a hard time," he dumped them on top of her, "and there's nothing wrong with that." Peter frowned at his Aunt. "Do you need some water?"

Aunt May smiled weakly. "Maybe later."

Peter shrugged. "I'll get you some anyway." He turned to leave but a tug on his hand stopped him.

"Pete," May whispered, "I l-lost my job."

Dread curled up in his stomach, and he found himself not turning around to look at his Aunt. "Again?" Was his shaky reply.

"Peter _-hic-_ I'm _sorry. _It just w-wasn't ...meant to be." The grip on his hand tightened. "I'll find a new job a-asap, promise."

Peter felt his heart harden, and the dread that overflowed his stomach soured to frustration. "This is the third time this year."

"I _-hic-_ know but-"

"It's fine," he stood up, tugging his hand out of her grasp, "I got a job as a tutor for some college kid."

"Peter-"

"It's _fine_," he glanced back, "I'll get you some water."

* * *

"Oi, Parker, hows that stupid, wannabe project going?"

Peter glared at Flash, snatching the case back. "Hands off."

Flash only smirked, tracing a finger down his board. "Looking at all this bullshit you've spouted, someone would think you've made an A.I or something."

Peter raised an eyebrow. "They're glasses that compute and display information that's already public."

Flash scoffed. "I think you're just making up a bunch of bullshit so you can get some bigshot's attention."

Peter smiled icily. "And _I_ think you should stand five-feet away from my project so you don't _infect _it with your _stupidity_."

Flash sneered at him. "Oh really? And you're going to make me, _Parker?_"

"_BOYS!"_

Mr Harrington glared at them from his desk. "You were instructed to leave your project in the classroom and head to your first class, do so _now_."

Peter quirked a smirk at the boy. "See you later, _Thompson_." He scrambled out of the room, granting himself a sigh of relief once the jerk was out of sight. '_Jackass,' _he thought, scowling as he roamed through the corridors and to his first class. Creaking the English Room door open, he slunk into the back of the classroom.

"Mr Parker," Mrs Warren glared at him, an eyebrow already raised "You're late. Again."

Peter shrugged. "I was setting up my science fair project."

"And it took you ten minutes?"

"...yeah?"

She sighed, setting herself back down at her desk. "_Sure_," she grumbled, before clearing her throat. "Anyway, class, I want you to write an essay on a challenge a character faced, and how this helped you understand an important theme in this book. For example, James went through..."

Peter let the teacher's words fly right past him, fishing out his notebook and looking over the sketches of his web-shooters. '_The formula at the moment is too sticky,' _he thought, tapping a pen on his chin, '_I need something that'll let me release the web without it clogging the whole thing.'_

"Parker, what theme does the challenge 'being an outcast' highlight?"

Peter didn't look up from his notebook. "Perseverance, despite being different in the eyes of society, James perseveres towards his dream as a detective."

Mrs Warren nodded, lip curling in annoyance. "Correct, I suppose," she stalked her gaze over the rest of the class. "Jones, give me an example that highlights the theme perseverance?"

Peter continued sketching out his train of thought. '_Maybe I could use a different material?'_

From the back of the class, MJ shrugged. "When James continues the investigation despite being spit on by his colleagues."

'_Or maybe I could change the formula so that it only becomes sticky when it comes in contact with air?'_

A nod. "Perfect. Leeds, a quote."

'_But that would mean changing the composition entirely.'_

A fumble of papers. "Err, maybe when Fiona was talking to her Mom? Like the '_you don't understand, his differences make him stronger. He's done it all __**despite **__his disadvantages.' _Yeah, that part."

'_I suppose better that than run the risk of a clogged web shooter. If I'm gonna make this thing I better make it as foolproof as possible. Not that it actually matters, I doubt I'll ever use it- '_

"-listening to me, Mr Parker. Mr Parker? Did you not hear the bell ring? Do you not hear me talking to you?"

Peter blinked, shoving his notebook in pants and glancing up at the visibly frustrated woman, who was towering over him in the empty classroom. "Um, yeah?"

She exhaled, clenching and unclenching her fists so tight he could see marks begin to engrave itself into them. "_Peter," _she began in an uncharacteristically soft voice, "I know things are tough for you, and that perhaps your life isn't so stable, but don't let your marks suffer because of it. You are a gifted student and you should use this opportunity to…"

Peter ignored her, staring at the clock behind the woman and counting down the minutes he was missing from History. '_Your Aunt turns up to school drunk one time and suddenly you're everybody's pity party.'_

* * *

Tony was bored. Apparently, there were only so many weeks he could spend alone in his workshop before Pepper forced him out.

To be honest, there were probably many things he _could _be doing. Like kiss up to some foreign government's officials, or go through that whole Accords mess with 'Stick Up His Ass' Ross, maybe even 'find' Captain 'Dickhead' America and his ragtag team who had probably hidden their asses in Wakanda. And Tony wasn't touching that place anytime soon. He had better things to do than pester technologically advanced kingdoms that paraded themselves as third-world countries to the rest of the world.

Better things, like attend some random school's Science Fair.

"Do I absolutely _have _too?"

Pepper rolled her eyes, sliding a brochure towards Tony. "_Yes,_ Tony, you have too. I know you'd rather be holed up in your workshop, but you can't stay there _forever." _She sat down opposite to the couch he was sprawled on, "this is a great opportunity for you to find some new blood, see the next generation, focus on something _other_ than a global catastrophe. Besides," she smiled, "a bit of good PR never hurt anyone."

Tony groaned, hand clambering for the brochure on the coffee table. "Midtown Science Fair," he read, pushing stray strands of hair from his forehead as he sat up, "come see the next generation of scientists and engineers born from our specialised STEM curriculum," he snorted, "so it's a nerd school?"

Pepper raised an eyebrow. "Bold of you to call it a nerd school despite being a nerd yourself."

Tony smirked. "If anything, it gives me more right."

"Sure it does."

* * *

Midtown High School was well known for their student's excellence in STEM subjects. Every batch of kids was bound to have at least a handful of geniuses. They were the ones the Science Fair was _really _for, the ones that the school could put on display to the major companies that wanted them under their wing.

Every year, the teachers of Midtown High would compile a mental list of such students. They were to be excelled and encouraged about this Science Fair. Evaluated, monitored, and generally placed at the centre of the exhibition. Winners of this treatment this year were Edward Leeds, Michelle Jones, potentially Eugene Thompon, and...Peter Parker.

Peter Parker was, by far, one of the brightest students Midtown had ever taught. He excelled in everything to an almost astonishing degree, but only if he tried. Sure, even when he didn't Peter still managed to top every class, but when he did it was a sight to see. Every one of Peter's teachers remembered his first project; a hoverboard that actually _hovered_. It definitely wasn't unexplored technology, courtesy of Tony Stark's Iron Man, but it was still an _incredible _piece of work for a fourteen-year-old. Peter literally had to pick it apart and put it together again in front of them for everyone to believe him. The only problem was that, since then, Peter had yet to replicate that sort of genius. He was still a straight-A student, no doubt there, but he barely went out of his way to turn in something _truly _brilliant.

Perhaps, it was a fluke. Perhaps, he didn't care. A fair number of teachers had a hunch it had something to do with the boy's aunt, who had shown up to school drunk on multiple occasions. Peter was a scholarship student, after all, and his aunt wasn't exactly consistent with her jobs.

All they could do was hope that maybe, just maybe, Peter got his act together in time for the Midtown Science Fair.

And as Roger Harrington thumbed the seemingly ordinary pair of glasses that Peter Parker had turned in, he smiled, glancing at the board that came with it.

_**Scour the web with every glance using K.A.R.E.N **_

_K.A.R.E.N works as part of a pair of glasses that, with the click of a button, can display features similar to that of a phone and adapt it to your vision. Video call one friend while talking to another, read a recipe while cooking a meal. These glasses let you multitask to the extreme. _

_Guiding you through this experience is a voice-activated search engine named K.A.R.E.N, that can record and respond to your wishes through a pair of complimentary earphones. _

_This project was, as you can guess, inspired by Tony Stark's very own portable supercomputer glasses. While this can't really compare to Stark's multi-million dollar invention, I hope this makes this kind of technology like this more commercially viable as well as..._

Roger felt excitement crawl through his body as resisted the urge to try the glasses himself. '_Peter, if this thing does what you say can do, well, then we've really got a genius on our hands.'_

* * *

K.A.R.E.N was the culmination of years worth of effort. Ever since Peter had heard of Tony Stark's own A.I, he'd wanted to make his own. Five-year-old Peter had never let go of the idea of making his own friend, and fourteen-year-old Peter finally managed to make it come true. This wasn't anything like the hoverboard, the hoverboard was only really limited by his own capabilities. It was fairly easy to dig up spare engines in garbage dumps compared to the micro parts needed to build high-tech glasses. He'd been saving up for this for ages, to buy the parts and equipment he needed so he could build the rest. The glasses were mainly just a way to _use_ his A.I. After all, he had created two versions of K.A.R.E.N, one that _was_ commercially viable, and one that...had a bit more snark to it.

The one Peter had handed in wasn't programmed with the 'commercially viable' version, but he doubted anyone would try asking K.A.R.E.N anything tricky. No one was going to expect that much from a fourteen-year-old, anyway.

That, it seemed, was his first mistake.

* * *

The Midtown Science Fair was interesting, Tony decided. Not that he found anything _truly _exceptional - though that Asian kid's robot arm was pretty neat. Still, if this was their future scientists and engineers then he could safely say that their future seemed pretty bright.

It also looked like he wasn't the only representative from a major company to turn up, though he was definitely the most high profile one. Watching people's expressions drop when he walked by never seemed to get old.

As Tony made his way to the centre of the hall, a booth with few visitors caught his eye. Inside, two boys stood glaring at each other.

"'_Inspired by Tony Stark's very own portable supercomputer glasses,'"_ one boy said mockingly, "come _on, _Parker, don't even _try _comparing yourself to someone like _him_."

'Parker' just narrowed his eyes, stepping in front of his project somewhat protectively. "Believe what you want, Flash. Just go away."

'Flash' scoffed, attempting to shove the boy aside. "No way, if anyone gets to expose your bullshit it's me. Besides," he smirked, "it can't be _that _good if your aunt would rather be drunk somewhere than here."

Even Tony winced at that one. '_Damn, what a low-blow.'_

Parker's lip curled. "Funny," he whispered, "I don't see your father here _either_."

A clenched fist. "What'd you say, Dickwad?"

A smirk. "Oh? You need me to dumb it down for you?"

"_Parker_," the boy said warningly, clenching both fists.

"I said. Where. Is. Your. Father. _Thompson."_

"_Why you-" _

A fist was drawn, moving in almost slow-motion towards the other boy.

'_And now is when the responsible adult intervenes.'_

Tony glanced around. Everyone was either focused on their own little project or staring at him.

'_Who happens to be me.' _

He sighed, strutting his way towards the pair. After successfully baffling them into a makeshift truce, he turned his attention to the project at hand. Gracing the kid's - _Parker's - _ board with the barest of glances, he swapped his own glasses with the kid's one. If this thing was based on one of his own inventions then obviously Tony had to make sure it was up to scratch.

'_Huh,' _he thought, clicking what he assumed was the 'on' button and plugging in the earbuds.

"_**Hello,"**_ it said, "_**my name is KAREN, how may I help you?"**_

He smirked slightly, flicking a glance at the two boys who were gaping at him. "Hello, KAREN, my name is Tony Stark, and I'd like to ask who these gentlemen are."

"_**Mr Stark," **_the A.I responded, outlining the two boys' figure in white, "_**this is Eugene Thompson and Peter Parker."**_

"Oh," he said, raising an eyebrow as he glanced around the room. Everyone was just staring at him seemingly talk to himself. "Care to tell me how you came across this information?"

A white, slightly transparent, box appeared near his peripheral vision, loading what appeared to be a website. "_**Both Mr Parker and Mr Thompson are members of the Midtown High Decathlon Team. Images of them have been spread across the internet via the Midtown High and Official Decathlon webpage." **_Another box appeared next to 'Flash', "_**Mr Thompson also appears to have many public social media accounts." **_

Tony let out a low whistle. It was spectacular, really, especially coming from a kid who probably had no professional equipment. Rubbing a hand over the lense and frame, he could tell a lot of it was made from scratch. This was no couple months project, that was for sure.

Tony hummed. '_I wonder…' _"KAREN, describe your creator in three words." Out of the corner of his eye, he saw Peter pale.

"_**Stubborn, smart, and loyal."**_

He smirked. "Stubborn, eh, not a big fan of those types."

"_**So you're not a big fan of yourself, then. How sad."**_

Tony grinned, pushing down the glasses to smirk at the ever-paling Peter Parker. "You're little A.I is quite the character, very protective and _very _snarky."

"E-Er, well, I-"

"Peter Parker," Tony slipped off the glasses and unplugged the earbuds, "would you like an internship at Stark Industries?"

Tony expected a gasp, or a bit of gapping at the least. But no, instead, the kid fainted.

'_Well, this is unexpected.'_

* * *

Peter was having a crap day. Flash had been terrible, school had been terrible, and this Science Fair was turning out to be terrible. Sure, he realised his glasses weren't as flashy as Ned's robotic arm, or MJ's 3D holographic display, and yes, maybe he didn't put too much effort in the overall presentation of his project. But it was still the actual tech that was being marked, and Peter _knew_ his project was probably the most high-tech of them all.

But it looked like no one would ever realise that, judging by how long the adjudicators were spending mooning over Ned.

And no, he wasn't salty about that at _all._

Peter sighed, slumping in the chair next to his board. He flicked a brief glance at his phone, heart sinking at the lack of new messages.

May hadn't texted back.

He groaned, a hand coming to massage his temple. With typical Parker luck, she'd be drunk in some bar spending the last of their rent money. Money she wouldn't be able to earn back because she didn't have a goddamn job.

Yes, Peter was bitter about that, sue him. He'd been hoping to shell out a couple hundred on developing his web formula. Now, it looked like it would be going towards their day-to-day-needs.

'_At least college kids are desperate enough to pay a pretty penny, otherwise, we'd really be done for.'_

He snorted. How screwed up was his life if _that_ was his silver lining.

The tell-tale clip-clop of designer shoes moving towards him made Peter groan.

"What'd you got here, dickwad? An empty booth? How _sad._"

'_And I thought this day couldn't get any worse.'_

Peter glanced up, eyes narrowing at Flash's smug expression. "What are you doing here, Flash?"

He smirked, leaning on Peter's science board. "My project's already been scored, so I decided to explore," he twirled a small white card in his hand, flaunting the gold _97\. _"Almost a perfect score."

Peter gritted his teeth, biting out an, "almost."

Flash only continued smirking. "Face it, _Parker_, your little pet project isn't good enough to even get noticed."

Peter scowled, slowly standing up. "Right, because you know absolutely _everything _about my 'little pet project'."

Flash raised an eyebrow, moving to stand in front of him as he glanced over Peter's shoulder. "'_Inspired by Tony Stark's very own portable supercomputer glasses,'" _he said in a mocking tone, ending the sentence with a snort. "Come _on, _Parker, don't even _try _comparing yourself to someone like him."

Peter grit his teeth, stepping in front of his project protectively. "Believe what you want, Flash. Just go away."

Flash scoffed, attempting to shove him aside. "No way, if anyone gets to expose your bullshit it's me. Besides," he smirked, "it can't be _that _good if your Aunt would rather be drunk somewhere than here."

The weight of his phone hung heavier in his pocket at the statement. Peter's lip curled, the anger sloshing through his veins cooling to something far more toxic. He could feel the deadly frost glaze over his tongue. "Funny," he whispered, looking Flash dead in the eye, "I don't see your father here _either_."

The sharp intake of air told him exactly how sore of a spot he hit, and satisfaction boiled inside of him at Flash's paling face. After all, despite everything, Aunt May still loved Peter, he didn't know if he could say the same for Flash's father.

"What'd you say, Dickwad?"

He smirked. "Oh? You need me to _dumb it down_ for you?"

"_Parker_," Flash said warningly, a slight tremble in his movements as he clenched both his jaw and fists.

Perhaps, if it were another day, one where everything hadn't turned so sour, he would have stopped in his attacks, been content with two, admittedly sharp, pokes at Flash's crumbling self-worth.

As it was, today was not that day. Peter went in for a third. "I said," he drawled. "Where. Is. Your. Father. _Thompson."_

It was as if something had snapped between them, a change of dynamic. Flash was always the instigator, and Peter, the retaliator, but he had never taken his retaliation this far, not like this.

Flash realised it as well, visible hurt taking over his face, and before could Peter let the inklings of guilt bleed through, he drew a fist.

"_Why you-"_

Like an action sequence in a movie, the world slowed down. Peter's spidey sense told him to dodge, but his conscience told him to take the punch.

For the first time in this entire debacle, he decided to listen to it.

Peter closed his eyes. '_I deserve it.'_

Except the blow never came, and when Peter opened his eyes he was treated to the sight of a gaping Flash, fist paused mid-swing in the air. He glanced around him, the inscopciouqs chatter that had clattered the air was on pause, and all eyes and ears were focused behind him. A bud of dread began to grow in his gut, as he slowly turned around.

If anything, his dread bloomed.

Because Tony Frickin Stark was looking at them, one eyebrow raised, and decidedly unimpressed.

'_Oh. Shit. OH. SHIT.' _

Peter's busy brain was already calculating the probability of _Tony Goddamn Stark _coming to _his_ school's science fair, just so, you know, he could get an idea on how absolute _shit_ his luck was.

Tony Stark was the _last_ person Peter Parker wanted to meet. Not with his potentially illegal A.I, not with his unfinished web shooters in his pocket, and certainly not with superhuman strength coursing through his veins. Because Peter Parker was a mutant, and the Accords didn't like mutants, and Tony Stark supported the Accords.

Flash shoved one of his shoulders roughly. "Oi, Parker," he hissed, "Tony Stark's wearing your _dumb _glasses."

Peter looked up and _oh shit Tony Stark was wearing his glasses._

The man glanced towards them, a grin crawling up his face. "Hello KAREN, my name is Tony Stark, and I'd like to ask who these two gentlemen are."

Flash looked confused, head-spinning around in search of this 'Karen.'

Peter knew exactly who Tony was talking too.

'_Oh no,' _he took a stuttering breath, '_oh no, oh no, oh no.' _Images from the news flashed through his mind, including the booming voice of Thaddeus Ross yelling the rule that had clung onto him through his development of KAREN.

"_THE CREATION OF SELF-AWARE ARTIFICIAL INTELLIGENCE IS COMPLETELY PROHIBITED."_

KAREN was built to be Peter's friend, and friends were, by general consensus, self-aware.

"Oh," Tony Stark said with interest, drawing Peter's attention towards him, "care to tell me how you came across this information?"

'_He's curious, this is bad, if he finds out, then they'll find out. And if they find out, they'll destroy KAREN. And once they realise I can make A.I, they'll start tracking me. And if they keep track of me, they'll discover I'm a mutant. And if they discover I'm a mutant, they'll keep me on a leash for the rest of my life and me and Aunt May will officially be screwed.'_

Panic was already swelling up inside of him, clogging his airways and triggering a wave of trembles up his body. The once inconspicuous chatter was now deafening his ears, warm yellow lights, emitting blinding rays. It was too much, everything was becoming too much.

A hand grabbed his shoulder before he could stumble over.

"Oi, Parker," Flash hissed, an uneasy tone colouring his voice, "get your shit together."

Peter gave him a bleary nod, taking deep breaths to calm himself down. '_Right, I'm overthinking, there's no way Tony Stark would expect that much from a teenager.'_

A low-whistle brought him out of his musings. Peter glanced up, cringing slightly at the impressed look on Tony Stark's face.

The man was scratching his chin, running a finger over the lenses and frames of the glasses somewhat curiously. "KAREN," he said, setting a hand beside him, "describe your creator in three words."

Peter's heart sank, the anxiety that had only just been eased, resurfacing with a layer of bitterness. '_Typical Parker Luck.'_

As he embedded his gaze into the floor, he heard Stark snort.

"Stubborn, eh, not a big fan of those types."

Peter shut his eyes, already imagining the number of snarky comebacks KAREN could be replying with.

"_Parker," _hissed Flash, and Peter glanced up to see Tony Stark tilt his glasses down at him, a smirk settled on his face.

'_-he knows, he knows, he knows-'_

As if oblivious to his ongoing panic, the man grinned. "You're little A.I is quite the character, very protective and _very _snarky."

'_-too much, too much, too much, it's all too much-'_

"E-Er, well, I-"

"Peter Parker," the man drawled, slipping off the glasses and unplugging the earbuds, "would you like an internship at Stark Industries?"

Out of all the things that could have come out of Tony Stark's mouth, he certainly wasn't expecting that. But it was too late, everything had already gone haywire, from his senses to his thoughts to the twitching of his hands.

'_Too much,' _Peter thought, as he made his descent to the floor.

He blacked before he even got to feel the pain.

* * *

_**A/N: So in here, Peter's a bit younger, Ben's died before he got his powers, and Civil War has come and gone without his involvement. He's also not close with Ned and MJ. **_


	3. Chapter 2

Peter woke up to the blinding lights of the Nurse's Office. It was a good thing for him. Despite the assaulting brightness, the office held the title for the most calming room to his senses. Mrs Smith, the school nurse, ran the place with an iron fist, anything that could cause even a hint of discomfort to a patient was confiscated immediately upon arrival. Rest assured, Peter felt quite at ease here, swathed in cushy blankets granted only to the nurse's wards.

"Mr Parker?"

He glanced up, eyes meeting with the nurse's aged ones as she strolled towards him. Her greying hair was tucked firmly into a tight bun, neatly glossed lips pressed sternly into a frown. A hand rested on her hips while another came to pinch his chin, tilting his head towards her.

"It doesn't appear as if you got injured from the fall," she muttered, her stare raking through Peter as he squirmed in her grip, "and you were only out for ten minutes - which you were breathing just fine through." The woman hummed, letting his chin go. "I'll keep you here for another half hour, just to make sure, and if you're alright by the end of it you can go off on your merry way." She paused, frown deepening. "Unless, of course, your aunt wishes to pick you. I've already rung her myself, though, and she isn't picking up. You're welcome to try as well."

Peter sighed, reaching for the phone in his pocket. A brief scroll told him that no, his Aunt May still hadn't responded to his texts, and no, she probably wouldn't respond to anymore, a glance at the time ascertained his hunch of her lying drunk in their apartment, hopefully not choking on her own vomit.

"She's coming to pick me," Peter lied, tucking away his phone and clambering out of the bed, "told me to wait outside the parking lot."

Mrs Smith, understandably, was hesitant to let him go. "Can she come inside and meet me first?" She asked, watching Peter apprehensively as he fetched his bag from the shelf next to them, "I don't want to let a student go without their guardian explicitly talking to us."

He shrugged, already sliding on his jacket. "It's not technically school hours, and besides, you said I was fine."

She nodded slowly, eyebrows scrunched together, "I suppose…" Her eyes lit up, stern expression alleviating for a second as she swept towards her desk, snatching the paper bag and card that laid, out of place, on top. "Here," she said, handing them to Peter.

He glanced at the card with interest, freezing when he did.

It was Tony Stark's business card.

'_Oh right,' _he thought, standing rigid as the events that had transpired an hour ago rushed back to him.

Tony Stark knew about KAREN.

Tony Stark had offered him an internship.

And Peter Parker had fainted.

'_Shit,' _he thought, '_shitshitshitshitshit. This is bad, this is bad, this is really really bad-"'_

"-alright, Mr Parker? Mr Parker?"

His head snapped up, stuttering breathes staggering into prolonged ones. A hand, worn with wrinkles, covered his own, and Peter's gaze flinched away from the warm olive eyes that regarded him with concern.

"Perhaps you should stay here for a bit longer," Mrs Smith said gently, attempting to ease him back into bed.

"No," Peter shook his head, pushing her aside and clutching tighter to the paper bag. He didn't need to open it to know what was inside. "I need to go, it's fine, I'll be fine." He scrunched up the business card in his palm, lugging the strap of his backpack over his shoulder before darting out of the room.

"_Mr Parker!" _

Peter sprinted through the hallway, bolting past the office and through the front door. He kept running, running, and running, not stopping for a breath until he reached the subway.

Peter slumped onto the seats, dumping his backpack next to him and flattening the card in his palm. It was nothing special, just a dime-a-dozen business card that just so happened to belong to Tony Stark. Nothing important was written on the back or front, just a name that everyone knew and a number that could be found anywhere on the internet.

He sighed, slouching further into his seat, opening the paper bag and slipping on the glasses and earbuds. After giving the empty train a quick once-over, he whispered, "hello, KAREN."

"_**Hello, Peter,**_" the A.I responded, the slightest inkling of emotion bleeding into her tone.

Peter let a smile crawl up his face. "How's Aunt May doing?"

The A.I paused for a split-second, a familiar box appearing in his vision, "_**according to the camera you installed in the living room, Mrs Parker appears to have collapsed on the couch.**_"

Peter grimaced at the footage. "At least she's not throwing up," he muttered as the box disappeared.

"_**You appear to be slightly distressed, shall I play some calming music?**_"

He gave a small laugh. "Sure thing, KAREN." Melodic, instrumental sounds began to float through his ear.

"_**Your train will arrive in forty-five minutes, Peter. I recommend you sleep through the rest of the duration of the trip, I will wake you at your stop.**_"

Peter smiled, curling up into his seat, hugging his belongings to his chest. "Thanks, KAREN," he whispered.

"_**It is my pleasure, Peter.**_"

* * *

Peter Parker, the name rang through Tony's head for the rest of the evening. He couldn't stop thinking about the kid, no matter how hard he tried not to. Every time Tony even _glanced _at another brat's project, he couldn't help the traitorous little voice that whispered, '_his was better.'_

Because Parker's _was_. A robotic arm couldn't even _compare_ to the complex coding of a functional A.I. So when Tony watched that Asian kid receive First Prize, he couldn't help the slight bitterness that bubbled through him.

'_He didn't deserve it.'_

It should be Peter Parker up on that stage, face glowing with pride and joy, receiving the First Prize. It _would _have been, if Tony hadn't screwed it up.

'_Great job, Tony, can't even walk into a kids science fair without stuffing something up. Fan-fucking-tastic.'_

The bitterness flooding through him was spiked with guilt.

He sighed, dragging a hand down his face as his eyes darted through the room. Tony hadn't seen hide nor hair of the kid and his project since his little fainting spell. No doubt, he was locked in a medical room somewhere. Hopefully, once the kid regained his senses, he'd give the number a call. Someone as smart as that kid deserved to have, at the very least, access to a lab.

A final smattering of applause told him that the Fair had ended, and he, as well as a thousand others, began to migrate over to the exit. After pushing and charming his way through the crowd and towards the carpark, he strutted towards one of his '_yes, I know I'm rich' _cars, flinging open the door and climbing in.

"Hey, FRIDAY," he asked, a hand clamped onto the wheel, "look up 'Peter Parker' for me."

The A.I hummed as he spun the car, steering it through the carpark.

"_**Peter Parker,**_" a picture materialised in the corner of Tony's vision, one with a young Peter holding up what looked like a trophy. "_**Fourteen-years-old and male. The biological son of Richard Laurence Parker and Mary Teresa Parker, both deceased. He's currently in the care of his aunt, May Reilly Parker, after his biological uncle, Benjamin Franklin Parker, was murdered. Mr Parker lives in Brooklyn, New York, and attends Midtown School of Science and Technology. His address is-**_"

"Ok, ok, that's enough, FRIDAY," interrupted Tony, clenching tighter onto the steering wheel. Honestly, knowing the shit-show that was probably the kid's life was the last thing his recuperating guilt needed.

Tony sighed. "Oh well," he muttered, "once the kid gets in touch I can just give some cash and access to some lab."

Right, because throwing money at his problems until they disappeared _always _worked out.

* * *

May was a terrible aunt, and an even worse parent. Her friends knew it, she knew it, even Peter probably knew it, though he was likely sweet enough to never voice it aloud.

Her friends held no such restraint.

"Doesn't Pete have that sciencey thing today?" Emma asked, a hand clasped onto a wheel as she drove to May's house.

May dipped her head blearily, already a couple minutes away from nodding off. "Some science fair." She could feel her friend's disapproving glare reflect of the rearview mirror, and tried desperately to trample the vine of guilt creeping through her. "Hey," she protested, "I lost my job, I'm entitled to at least one night of getting wasted."

Emma raised a perfectly drawn eyebrow, taking another drag of her cigarette as she sighed. "May," she said, tousling bleached blonde hair with a manicured hand, "don't try to tell your regular drinking buddy that you don't drink regularly, ok? I know that _you _know that tonight would have happened anyway, job or no job."

May groaned, leaning back to bang her head on the headrest. "Don't make me feel even _worse _about it."

The car came to a screeching halt, lurching May forward.

"_Hey!" _She complained, scrambling to exit the vehicle.

"Look," Emma said, rounding towards her from the other side of the car, "you and I, we seem pretty similar. Hot, single, widowed, reckless, we live the same life, we suffer the same consequences. But there's one _key _difference," she pointed to the house behind them, "I'm the only one paying mine, but you're not the only one paying yours."

May flinched at the sheer intensity of her words, slowly backing towards the front door. "I-I know and I try-"

"No, you don't," Emma crossed her arms, cherry-tinted lips pursed together, "you run away, you chase the short-lived buzz of drinks and drugs rather than focusing on the long-term happiness of your nephew."

May's face turned ashen, painted nails digging deep into her palms and teeth clenched with anger. "You don't know that," she argued, "don't just assume-"

"Oh, I know," Emma let out a bitter laugh, hands migrating to her hips, "I know, because I'm doing the exact same thing. It's going to destroy me one day, just like it will you. And May, honestly, if you were anyone else I wouldn't even give a shit, except," she pointed to the house again, "you've got a little human being in your care, who I quite like, that needs to be fed, watered, and loved. And I fear, when it all finally gets too much, you're going to hurt him very much."

May's lip quivered. "I would never hurt Peter," she whispered.

Emma gave her a sad smile, backing away towards the car. "You already have."

She climbed back into the car and drove off, leaving that final sentence resonating in the air. May stumbled through the front door, hurling her purse onto the floor before sprawling onto the couch. '_No,'_ she thought, hugging a pillow to her chest, '_Peter knows I love him, he knows I would never hurt him, he knows I'll get better.' _She patted down one of her dress pockets, fishing inside it for the reassuring smooth shape of a pill before slipping it into her mouth.

'_Someday.'_

* * *

"_**Peter, we are almost at your stop.**_"

Peter yawned, stretching his limbs before grabbing his bag, hiking it on his back as he waited for the tell-tale ding of a stopping train.

Once the doors finally opened he slouched past, trudging forward in the direction home.

"_**Shall I play some music? According to many public forum pages, music and exercise are 'practically synonymous'.**_"

Peter smiled. "I'd like that, actually."

"_**Are you in any particular mood right now?**_"

"Something depressing."

"_**Playing 'Happy' by Pharrell Williams…**_"

Peter laughed, closing his eyes as he let the obnoxious beat distract him from his thoughts. "Thanks, KAREN."

"_**It will always be my pleasure.**_"

Light banter made twenty minutes of slogging through the night cold pass by quickly, and Peter managed to arrive at his doorstep with a bit more bounce than he had left it. "Aunt May," he called out, cracking the front door open, "I'm home."

He got a snore in response.

Peter smiled, shutting the door carefully as he shuffled inside. Casting an exasperated glance at his aunt - he could never stay mad at her for too long - Peter made his way over to his room, dumping his bag inside before stumbling towards the kitchen, a slight frown taking over his face when he saw the meagre contents of the pantry. "Bread and cheese," he muttered, "well, that doesn't leave much room for innovation."

"_**Might I suggest a grilled cheese sandwich?**_"

Peter shrugged, grabbing the two items and a pan. "Not much else you can do with this."

He hummed softly as he set about on his mission to make dinner, thoroughly enjoying the homely smell the casual cooking put out. '_This is nice,' _he thought, '_this is home.' _

"Peter?"

Peter smiled at the bleary call, gently flipping the grilled sandwich onto a plate and bringing to the couch. "Here," he said, shifting his, obviously exhausted, aunt upright and handing her the plate. "Eat, it'll help wash the alcohol down."

May smiled, albeit sadly, at him, pulling Peter down to plant a kiss on his cheek. "I've got the sweetest nephew in the world," she whispered.

Peter grinned softly, giving her a hug before setting off to make his own sandwich. He always enjoyed these moments, the ones when May was sober enough for them to chat and relax together. They were becoming rarer these days, but not nearly as scarce as when Uncle Ben just died.

_[He remembered it so vividly, the emptiness that drowned his stomach and mind when he struggled to move his aunt away from a bottle. The toxic fumes of nicotine that would cloud the house. The endless tears. The fits of anger. He remembered it so vividly and he **hated**__** it**__.]_

After finishing up his own dinner, Peter sat beside May, curling up next to her and trying desperately to ignore the abhorrent stench of alcohol drifting from her. May wrapped an arm around him, placing down her half-eaten sandwich and pressing her nose into his hair.

"So," she whispered, "how was the fair?"

Peter tried not to let a grimace show on his face, he'd been trying hopelessly to ignore that entire incident until tomorrow, citing his future self to deal with the issue.

"It was alright," he lied, "I felt a bit sick near the end so I had to leave early. My project never got judged."

"Oh, Pete," she hugged him tighter, "I'm sure you would have won First Prize."

Peter let a bubble of elation soar through him, smiling giddily as he tapped his glasses. "I hope so too."

The grip on him loosened slightly as Aunt May paused, "what was your project again?"

Peter felt the bubble deflate slightly, god knows how many times he had told her. "My glasses," he said, tapping them again, "they can access the internet and stuff - they even have a voice assistant!"

"_Oh_," May exclaimed, sounding as excited as she did confused, "that's really cool! Definite First Prize."

He grinned, letting drowsiness take over as he snuggled closer to her, resting his head on her shoulder. "Love you, May," he muttered.

A hand rubbed his back soothingly.

"I love you too."

* * *

Peter arrived at school the next day in a sourer mood than he had the last. With good reason, considering the gossip train that was eager to chase him.

'_Peter Parker didn't even place at the science fair, some genius, huh?'_

'_Did you hear? Peter Parker was approached by __**Tony Stark**__!'_

'_I was there, you know, and I saw him __**faint **__when they met at the fair, __**that's**_ _why he wasn't judged."_

'_Apparently, he was offered an internship.'_

'_Someone told me that Peter Parker is Tony Stark illegitimate son, and that's why he came to the science fair.'_

Peter snorted at the last one. People's imagination really had no restrictions.

"Hey, Parker!"

A hand slung itself around his shoulder, and Peter could only sigh in the face of Flash's smug expression.

"Let go, Flash."

The boy only tugged tighter. "Hey, hey, what's with the pissy attitude?" Flash grinned and, eyes flicking over the bustling hallway, raised his voice a couple notches higher, "I mean you _did _get offered an internship by _Tony Stark."_

The muttering heightened, and once doubtful eyes were now swarmed with shock as they swerved between him and Flash.

Peter knew exactly why. If Flash, who considered Peter his 'Undesirable No 1', was willing to piggyback off one of Peter's achievements without even trying to undermine it, then, chances were, it was true.

Peter groaned, scowling at Flash as he shoved the boy's arm off him. "Sod off, Flash," he muttered, hastening his pace towards class. Flash, not be deterred, jogged along right beside him. He raised an eyebrow at Peter.

"What's your deal, Parker? This is, like, your _one _chance at stripping off that 'loser' label for good, and I, ever so graciously, have sped up the process by _weeks_."

Peter rolled his eyes, shoving his hands deeper into his pockets as he rounded towards the classroom door, grinding his teeth together.

"Newsflash, _Flash,_" he snarled, grabbing the doorknob before pausing to glare at the boy, "I have absolutely no problems with my 'loser' label as long as it means I don't have to associate with jerks like _you."_

Peter opened the door, giving Flash one last scowl before slamming it in his face.

The look on his face was worth the earful he earned from Mrs Warren.

* * *

May hummed as she strolled through Peter's room, picking up stray bits of clothes with one hand and a laundry basket in the other. Usually, Peter took care of most of the household chores, May doing the final touches while he was out doing his tutoring. But, of course, she had lost her job, and when May wasn't searching for a new one, the least she could do was finish up the chores.

As May set about making Peter's bed, a paper bag sprawled on the bedside table caught her eye. Ambling towards it and peering inside, she caught sight of a pair of glasses. Last night's bleary conversation floating to mind, she slipped them on, plugging in the, curiously single, earbud.

"Err," she said, glancing around the room, "hello?"

"_**Hello, Mrs Parker, my name is KAREN, it is a pleasure to finally meet you.**_"

She smiled uneasily, fiddling her fingers as she listened to the surprisingly human-sounding 'personal assistant.'

"Um, hello too, I guess, I don't know," May's mind was stumbling now, eyes darting around the room as she attempted to make conversation with the robot. "...can you, um, search the web for me?"

"_**What would you like to search?**_"

"Er, cake recipes."

"_**Any particular flavour, size, or type?**_"

Her brain blanked. Were voice assistants supposed to question things this much? Because she had certainly never seen any that did.

"You know what? Never mind, I'll search for it myself. I'm sure Peter wouldn't appreciate me nosing through his stuff…" As she was slipping off the earbud, a black card tucked firmly inside the bag caught her eye. "What's this?" She muttered, thumbing the posh-looking business card with the words '**Tony Stark**' and '**Stark Industries**' emblazoned on it.

"_**That is Tony Stark's business card?**_"

May flinched at the suddenness of the assistant's voice, but frowned as she dug the earbud back in. "Yes, I realised, but why does Peter have it?"

KAREN almost seemed to hesitate. "_**...I believe that Peter was approached by Mr Stark about an internship at the Science Fair.**_"

May's breath hitched. "He never told me."

The A.I - she was sure it was an A.I - remained silent.

"KAREN," her bottom lip quivered, "why didn't Peter tell me?"

"_**...I am under the impression that Peter never intended to take the internship.**_"

"It's because of me, isn't it?" She muttered quietly, the hand holding the card trembling. "He's not accepting because of me, because I'm an alcoholic, _good-for-nothing _aunt who can't live _more than a day_ without her _nephew baby-sitting her!_" Her voice had grown to a screech, and, with newly sparked determination, May stood up, ignoring the moisture wetting her cheeks, and ripped off both the glasses and earbud, grabbing the card and making a beeline for the phone.

"Hello," she said, after dialling the number, voice at a forced calm, "this is May Parker, I'd like to speak on behalf of Peter Parker - you already know who he is? Great! Well, I'm his aunt, and he was talking to me about some internship…"

* * *

"_**Peter, I've discovered a flaw in my coding.**_"

Peter raised an eyebrow, giving the cafeteria a quick once-over before shuffling out of the hall and towards an empty closet.

"A flaw?" He asked, tucking the earbud firmly into his ear once they were safely out of prying ears range, "already? That's really impressive."

"_**Peter, I have an inability to lie, even to those that aren't you.**_"

He raised an eyebrow. "And that's an issue because…" He trailed off, "May."

Peter could imagine the A.I nodding. "_**Mrs Parker found Tony Stark's card and questioned me on the method in which you received it. I found myself obliged to inform her of your reluctance to receive an internship at Stark Industries resulting in Mrs Parker calling and acquiring it for you herself.**_"

Peter froze. "Oh shit," he said.

"'_**Oh shit' describes this situation aptly.**_"

* * *

Tony hummed as he strolled into the kitchen, stretching his arms as waited for his coffee to be brewed.

Pepper raised an eyebrow at him, tilting her laptop screen down so she could glance at him from her place on the couch. "You seem unusually happy today."

Tony smirked at her, cradling a cup of coffee in his hands as he walked over. "Remember that super smart kid I met? Well, his aunt rang the company about the internship. Peter Parker is officially an intern at Stark Industries."

Pepper smiled as he took a seat beside her, closing the laptop completely and leaning against him. "I've never seen you so excited about someone before, especially a kid."

Tony grinned. "He's a _genius_, Pep, a fully functional A.I at fifteen? I made J.A.R.V.I.S at _twenty! _Give this kid a couple years in a lab and he could give me some _serious _competition."

Pepper let herself sigh, enjoying the look of elation on Tony's face. It was nice to see him worked up about something that wasn't a global disaster.

"An A.I, huh," she mused, "that is one smart kid-"

Pepper froze.

Tony frowned at her, taking another sip of his coffee. "Pep?"

She whipped towards him, almost knocking the coffee out of his hands. "An _A.I, _Tony, he made an _A.I!"_

The man still looked confused, carefully placing down his drink as he stared at Pepper. "I don't get it, what do you mean-" His eye widened. "The Accords."

Pepper nodded. "_Yes_, the Accords," her eyes narrowed at Tony, "you said he fainted when he met you."

Tony groaned, running a hand through his hair as he slumped back. "So _that's _why," he clicked his tongue, "that makes so much more sense now."

Pepper sighed, sagging back into the couch as well. "So, what are you going to do? Take the A.I off the kid?"

He snorted. "Of course not, that rule was meant to prevent another Ultron, I highly doubt this kid has the resources to make his little A.I such a threat."

Pepper raised an eyebrow. "Right _now_ he doesn't. We can't speak for his future."

Tony stood up, slipping on his glasses. "He won't, because Mr Peter Parker will be under the guidance of yours truly. _We _can pull the plug on his pet project if it gets too dangerous." He smirked at her. "Clearly, the kid has no idea about his aunt calling me, otherwise he would have tried to stop it." He strode over to the elevator. "I think I'll just pay him a quick visit to his school, just to make sure he's up-to-date on this whole mess."

Pepper snorted slightly. "Don't embarrass the kid too much."

Tony twisted back to glance at her, grinning. "Oh please, if anything, I'll up his street cred."

* * *

The last thing Peter needed to see was a shiny _Audi _parked in front of his school, even worse was to watch _Tony Goddamn Stark_ exit said vehicle.

_'Crap,' _he thought, attempting to blend himself in the gaggle of gaping students, all shifting and shoving to get close. Slowly, he let himself get pushed to the edge of the crowd, steering himself in the direction of the subway. _'So close,'_ he thought, the exit close in sight.

A hand grabbed his arm before he could make a break for it.

"_Hey, Mr Tony Stark!" _Flash yelled, dragging Peter towards the man,the crowd instantly parting, "are you looking," he held up Peter's writhing hand, "this guy?"

Tony Stark raised an eyebrow, tilting his glasses downwards as he studied Peter. There was no innocent, genuine curiosity in his eyes this time, only a cold, blank stare that studied him meticulously. He hummed. "...yeah, that's the one."

'_He knows.'_

"_KAREN_," Peter muttered under his breath, "_all your systems have been backed up and stored away, right?"_

"_**That is correct.**_"

"Good," Peter sighed, eyeing the other exit just behind Tony Stark, "hopefully it won't come to that."

Once they reached the centre of the crowd, Flash shoved him forward, taking great joy in standing so close to Peter as he faced Tony Stark.

"Mr Stark," he said curtly, looking the man straight in the eye, searching for something, _anything_ that could hint at the content of this conversation.

"Kid," the man responded, eyes flicking to the earbud _-he knows he knows he knows- _in his ear, "I'm sure you know what this is about."

Peter nodded wordlessly.

He smirked, gesturing to his car. "Hope in, then, we have some things to discuss."

Peter stayed rooted to where he was, flashing the man an innocent smile. "I don't make a habit of taking lifts from strangers."

He could feel Flash cringe behind him.

Tony Stark, if anything, grinned wider. "Well," he fished out a badge from his pocket and chucked it at him, "you're about to become my intern, so I wouldn't exactly call us strangers."

Peter frowned, catching the badge with on hand and grimacing at the _Level 3 _inscribed on it. "An access badge?"

Tony shrugged, climbing into the driver's seat. "All employees have them, " he raised an eyebrow, staring at Peter's motionless form, "aren't you going to get in?"

Peter hesitated, a hand hovering near the car door.

'_Don't do it,_' one part of his mind hissed, '_just run away, he's not in his suit, he can't catch you. Don't take the risk.'_

'_Do it,' _another part whispered, '_he's Tony Frickin Stark, if can't get you today, he can just get you tomorrow.'_

"Kid?"

Resolve solidifying, he clasped onto the car latch, opening the door and hauling himself inside.

Tony smirked at him through the rearview mirror. "Ready to go, kid?"

Peter grimaced. "Yeah."

* * *

_**A/N: I don't know if I've made this clear, but even though Peter has his powers by now, he's not 'Spiderman' yet. **_


	4. Chapter 3

"So," Tony said, eyes flicking towards the rearview mirror. "You want to explain this whole A.I shibang?"

The kid practically curled in on himself, gaze fixed resolutely on the window next to him as he twiddled his thumbs. "I just made myself a friend," he mumbled.

Tony hummed, hands clamping down on the steering wheel. "You've heard of the Accords, right?"

He stiffened. "...yes."

Tony raised an eyebrow. "So you're fully aware that you're _not _supposed to be making that sort of A.I."

"...yes."

"And that it's quite illegal?"

"...yes."

"And that you could face legal repercussions?"

"..."

"Kid?"

"...yes."

Tony sighed, gaze shifting to the boy once more. He was trembling, both hands clenched and one edging towards the door. Tony cleared his throat. He paused.

"Not trying to scare you or anything - well, I kind of am - but," he clicked his tongue, "how should I put this? Don't worry about it too much."

The hand stilled.

"...what?"

Tony shrugged, eyes focused on the road as Stark Tower came into sight. "I mean, you're a kid, first of all, and all you've done is make a relatively harmless A.I, it's not like partaking in vigilante activities or committing a crime. At worst, you'll probably have the A.I taken off you - and that's at worst. Besides," he pulled over into his private garage, "you're a Stark Industries Intern now, you can develop your little A.I to your heart's content, and as long as it doesn't have the capability to destroy humanity, I am a-ok with it.

Tony gave the kid one last smirk before exiting the car, beckoning him to do the same. "So," he said, leading the kid to and through the front lobby, "I'll get FRIDAY to drop you off with the Head Intern, Kirsty, Kirsten, forgot her name, but she'll show you the ropes, get you started. You'll probably be free to do what you like, but, again, if you're going to build something potentially hazardous to humanity, get it ticked off by me first. Otherwise," he swivelled around, pointing to an elevator, "you're good to get started. Just hop in, FRIDAY will take you to where you need to be."

The kid, Peter, stared at him motionlessly. The trembling from before had vanished, his posture was now firm and assured, and any fear in his eyes had been replaced with a calculating glare. He narrowed his eyes. "What if I don't want to be your intern?"

Tony quirked an eyebrow. "Then I would ask, why _wouldn't _you?"

The kid shrugged. "I have better things to do."

"Better things than working in a state-of-the-art lab? Isn't this, like, every nerd's dream?"

"Not every nerd has time to pursue their dream."

Tony paused, FRIDAY's little debrief about Parker coming to mind. He looked at the kid appraisingly: shredded t-shirt, worn down jeans, faded backpack - everything about it screamed poor. Tony hummed. "Perhaps it would jump your priority list if I changed it to a _paid _position?"

The kid pinched his face together at that, clearly tossing some pros and cons around in his head. "Fine," he said eventually, looking quite reluctant at his own answer, "I trust someone will contact me about the details?"

Tony smirked. "Of course," he gave the kid a slight nod. "Well then," he huffed, "now that this is all sorted, I suppose I'll be on my way." Tony twisted around, strolling towards his own private elevator. He didn't miss the way the kid's eyes followed him, narrowed but blank, only pulling away at FRIDAY's insistence.

'_Peter Parker,' _Tony mused, '_there's more to him than meets the eye, that's for sure.'_

* * *

'_All that worrying for nothing,' _Peter thought bitterly, as he exited the Head Intern's office - her name ended up being Christina. It was sad, really, all those weeks spoiled by fear and tension, all those hours spent scouring the web for legal loopholes, all that time brushed off without a care by Tony Stark, the man who advocated for the Accords so fiercely that he lost half his friends because of it. Not that Peter blamed him too much, Stark didn't know, after all.

He sighed, shuffling out of the tower, a frown ingrained on his face. An Internship at SI. It wasn't the best outcome, but it certainly wasn't the worst either. At least he could stop tutoring dumb college kids, that was one good thing that would come out of this.

'_And you'll be working with __**the **__Tony Stark,' _the nerdy part of him seemed to hiss.

Peter scowled, squashing the thought as soon as it emerged. He didn't need his six-year-old obsessions clouding his judgement now. As much as his inner nerd preened at the chance of working with Tony Stark, Peter knew he couldn't take the chance.

Work smart enough to not be suspicious, but dumb enough to not gain attention, keep his head low and ears to the ground, steer away from any interaction with Tony Stark and anyone affiliated with him, and most importantly, _don't get attached._

Those were the rules, Peter decided, as he signalled for a bus driving towards him, and as long he followed those rules, complications would be at a minimum. At least, that was what he hoped.

"KAREN," he mumbled, climbing into the vehicle and slumping into a vacant seat.

"_**Yes, Peter?**_"

"Your systems all good?"

"_**I have detected no irregularities.**_"

"Keep checking, alright?"

"_**Of course.**_"

Peter sighed, curling up in his seat and letting his eyes flutter shut. The stress and exhaustion of the day was finally catching up with him, and all Peter wanted to do was collapse in bed as soon as he got home. The cosy comfort of freshly washed duvays, the soft silence of a near-empty house, the gentle glow of warm lights, they called him, teased him, and he was so close, just a couple more minutes, he was almost there, his house was just a couple corners away and _why was his spidey sense screaming-_

The bus exploded.

Peter was propelled into the sidewalk, accompanied by flying scraps of metal and shorn fragments of glass - even the occasional fluff of a burst seat.

'_Huh,' _he thought, as his face greeted solid concrete, '_this is different.' _His sharp and solid companions followed soon after, straining his clothes and skin with sticky red liquid and a discoloured complexion. Peter stumbled to his feet, ears ringing and heart pounding, breathes coming out in gulps. He surveyed the scene around him; it was chaos. People were screaming, crying, running, the injured were all huddling in a corner, away from what seemed like the source of the disaster.

Two men, both buff and brutish, marched around the scene. In their hands were neon-glowing weapons, held threatening towards fleeing bystanders. Alien tech, Peter realised blearily, he'd seen enough of it on T.V to recognise it for it was. '_But why?' _He thought, scrambling out of sight and ducking behind a trash tank that had barely escaped the blast, '_why blow up a bus in the middle of the street? What's the motive? Kidnapping? Mugging? Murder? But then why not do it somewhere discrete?' _

"PETER PARKER!"

He froze.

One of the goons scowled. "Wherever the hell you are, get your ass out here _now._"

'_Oh,'_ Peter thought faintly, '_so it's a kidnapping, maybe a hostage, situation. Nice to know.'_

"OI!" The goon stomped his foot impatiently, holding out an alien-tech-gun threateningly. "YOU HAVE TEN SECONDS!" As he stared down the hostages, his partner crept towards the crowd, inspecting each and every frightened face.

Peter's enhanced hearing could pick out the hushed mutters from the crowd.

"_-but where is he?"_

"_-better just one casualty than multiple."_

"_-children here! Surely this 'Peter' knows that!"_

"_-give himself up."_

Guilt churned in his stomach, dread squirming its way through as the man crept closer. His web-shooters felt heavy in his pocket, the enhanced strength inside him writhing as he squashed the urge to _fight back, to protect, to do something good for once in your life._

Except he couldn't, because fighting would mean revealing his identity as a mutant and Peter would never allow that and _oh crap was that why they were after him had his powers been revealed-_

'_No,' _he shook his head, steadying his heaving breaths, '_I've been too care careful, it must be something else.' _

"_I can't find him!" _A goon yelled.

The other one scowled. "Check outside the wreckage zone, bright little bastard must have hidden somewhere."

Peter held his breath. '_It's over, I'm screwed, I'm going to be exposed, bye-bye anonymity, bye-bye freedom, bye-bye any semblance of normal I have-' _He paused mid-tirade, eyes falling on a mask, drawn with spider-like features, laying, in surprisingly good condition, at the corner of the bin.

A crazy idea coming to mind, Peter shimmied off his jacket, turning it inside out before slipping it back on and zipping it up. Gaze falling on the unironical spider mask once more, he sighed, fastening it on. Peter slipped on his web-shooters.

'_I'm going to hate myself so much for this.'_

He jumped over the dump, landing right in front of goon number one. "Hello," he said cheerfully, taking advantage of the momentary confusion to web the man's mouth and fling him across the street.

"_HEY-" _Goon number two came barreling towards him, alien-laser-gun outstretched.

'_Jump,'_ his spidey sense whispered.

Peter jumped, firing a web into the gun's mouth, clogging it, before hurling the thing into the air. It shattered on impact

'_Must be a rip-off version,'_ he mused, grabbing the man by his collar as Peter fell and driving him into the ground.

"What do you want?" Peter demanded as the man struggled for breath.

"_P-Peter Parker," _he coughed out.

Peter scowled. "And why do you want Peter Parker?"

"_C-Can make...A.I-" _He began to convulse, and Peter lightened the pressure on his chest.

"How did you come across that information?"

The man was gazing around blearily, blood dripping from his mouth as he muttered. "_...ience ...air..." _The man stilled, breaths slowing down.

Peter frowned, he was unconscious. Sighing, he took out his phone, dialling 911 as he strolled away from the scene.

"_Hello, this is 911, what's your emergency?"_

"Two men blew up a bus in Queens," he said curtly, before hanging up. Peter flicked a glance at the bystanders, who were emerging from their huddle.

'_They can handle it,'_ he decided, ducking down in a corner to remove the get-up before making a break for it.

'_All I want to do is sleep.'_

* * *

Never before had Peter been so grateful that May was hard-pressed to bat an eye at any injuries he turned up with.

"Hey, May," he greeted, slipping off his blood-stained coat and dumping it in a bucket of water that was sitting in the doorway - why it was there, he had no idea.

"Hi, Peter," she returned absentmindedly, not turning away from the T.V she was glued to. Her eyes flicked briefly to the ruined jacket. "Rough day at school?"

Peter chuckled bitterly. "You have no idea."

She hummed, still gazing at the T.V. "Get changed and take a nap, sweetie, I have something to talk to you about after."

He blinked, curiosity bumbling through him as ambled towards his room. '_Did she get a new job,' _he wondered, '_that would explain the good mood. Or maybe she-'_ Peter froze, the earlier dramas of the day coming back to him. '_Oh right, the internship.'_

Obviously, May hadn't been told about Tony Stark's impromptu visit.

"Peter?"

He glanced back, May was looking at him with a bit more concern, probably taking in the extent of his injuries. "You sure you're alright?"

Peter smiled at her. "Of course," he assured, before glancing back at the T.V. A slight inkling of worry swept through him. "Have you seen the news yet?" He asked casually.

As expected, May scoffed. "Of course not. Lies and slanders, that's all the damn news is good for."

Peter sighed in relief, grinning at May once more. "Well then, I shall be retreating to my den for now."

May made shooing motion with her hands. "Yeah, yeah, just take care of your bruises before you settle in for hibernation."

Peter quirked a smirk at her, backing away towards his room. "Whatever you say, Miss May."

His aunt laughed, and by the time he'd shut himself in his room and collapsed into bed, a warm, fuzzy feeling had elapsed his chest.

Peter yawned.

'_I'll deal with it tomorrow.'_

* * *

"_**Boss, I found some concerning footage.**_"

Tony raised an eyebrow at that, FRIDAY rarely brought news with his explicit say-so. He sat himself down, arms folded. "Well, let's hear it then."

Holographic footage of a wrecked street in Queens popped up, two burly men stood at its centre, armed with alien tech.

"PETER PARKER!" One of them yelled, facing the bunches of civilians huddled in the corner, and Tony felt his stomach drop.

The other goon followed up with a scowl, eyes roaming through the crowd. "Wherever the hell you are, get your ass out here _now_."

The clip ended.

"_**That was the clearest footage I could find, boss**_**.**"

Tony groaned, rubbing his temple.

It looked like his little intern would require more of his attention than he thought.

* * *

Spider-Man. That was the name the internet had coined for his superhuman alter-ego. Peter had snorted at the irony. The creature that had cursed him with these abilities had become his namesake, and as much Peter hated it, even he couldn't deny how fitting it was.

Spider-Man, the mysterious Queens vigilante that had popped up out of nowhere and saved the day. Peter despised it, the idea of _him_ as a hero made him cringe. He didn't deserve the title, he'd had his powers for little over a year and this was the first time he'd used his powers for something good - and even then, it was mostly for his benefit. He'd experimented with his abilities, he'd trained with his abilities, he'd even built himself web-shooters to go along with the aesthetic, and he still hadn't even bothered helping out. No, Peter wasn't worthy of being called a hero, not now, not ever, and especially not since _he hurt May_

"Peter," came a disapproving voice, and Peter hastily stuffed his phone in his pocket before turning to Christina, a sheepish smile placed carefully on his face.

"...sorry," he muttered.

She huffed, blowing coal-coloured strands of hair from her face as she stared down at Peter. He made sure to shift uncomfortably in her gaze.

"I was…uh...texting my aunt."

Christina raised an eyebrow, adjusting her glass, probably intentionally, with her middle finger. "This the tenth time you've texted your aunt, is there some sort of emergency I need to be aware of?"

Peter bit his lip, eyes fixed firmly away from hers. "...no?" He said hesitantly.

She sighed, expression pinched as she looked at him distastefully. White lab coat swishing, Christina strutted towards the middle of the lab, snatching up a small remote device and shoving it in Peter's face. "Do you know what this is?"

Peter kept gnawing on his lip. "A portable 3D holographic display?"

She nodded curtly, clicking it. A still picture of the solar system was projected, encompassing the entire room.

Peter let his eyes go wide, twisting around as to let his gaze teeter between each planet. The display was in no way realistic, and the image quality was rudimentary at best, but considering the size of the remote, it was still kind of impressive.

"Wow," he exclaimed in a hushed whisper, making sure traces of admiration leaked into his voice.

Christina switched the device off, placing it down and looking at him smugly. "That was my first project at Stark Industries, it only took me a couple of months, and my superiors were so impressed they let me distribute them to local schools.

Peter gaped at her. "_Really," _he exclaimed, before glancing at the device. "That's so _cool."_

"I know," Christina admitted, smirking as she adjusted her bun, "and I was only eighteen."

She sounded so proud that Peter almost felt bad. Almost.

"Anyway," the woman cleared her throat, "that's not the point, what I'm trying to say is this," she glared at him, "I have no idea how you got this internship. You're fourteen, you've done nothing but muck around so far, and honestly, you don't seem that bright."

Peter made sure to flinch under her cold stare, hanging his head as shamefully as he could.

"_But_," she seemed to grit her teeth, "Mr Stark..._chose _you, and perhaps he did for," she ran her gaze up and down his figure, "...dubious reasons. But you're still my responsibility, and Peter you better prove your worth around here soon because the rest of the team aren't too hot on sharing the lab with a kid, ok?"

Peter nodded fervently. "Yup, definitely, sure," he rambled, "I'll make something cool, super cool, don't worry about it."

Christina smiled slightly, pinched expression easing at the childish display. "Right," she nodded approvingly, "your determination is admirable, Peter. Tell you what? In between now and next week, I want you to make something for me. It doesn't have to be too fancy, just a little gadget to prove yourself. Can you do that for me?"

God, she sounded so patronising, and Peter _hated _the words coming out of her mouth. One week to make something decent? She'd admitted to taking _months _to make that little holographic remote she was so proud of.

"Peter?"

Peter blinked, snapping out of his internal rant. "Uh...yup, sure thing," he smiled weakly, "I can something in one week, no problem…"

Christina grinned, ruffling his hair. "Well, I'm going to head to lunch, you better get cracking." Humming an awful tune, the woman strolled out of the lab.

Once she was safely out of sight, Peter banged a fist on the wall, cursing. Don't get him wrong, Peter had no problem making a gadget in a week, except he wasn't supposed to, wasn't expected to. Doing so would out him as a genius, earning himself more attention, not doing so, however, would grant him more talks, like this one, by envious adults who couldn't comprehend that a kid could do their job as well as they could.

The smart move would be to fail. If Peter could resist Flash's dickheaddness, he could face a petty adult's petty remarks. But even Peter couldn't deny the bubbling anger he felt when Christina had talked down to him like that. If there was ever something that had Flash had always acknowledged about Peter, it was his intelligence. Even if he took great care to point out all his projects' shortcomings and failures, he'd never denied the fact that, as a whole, Peter was smarter than average, much smarter than average.

So, stealing a good long glance at the remote Christina had left behind, Peter set to work.

He wondered how Christina would feel when he made the invention she was so proud of even _better_.

* * *

"You find anything yet, FRIDAY?"

"_**Most news about the incident seems to be about the vigilante who appeared at the scene, 'Spider-Man', as the media have labelled him.**_"

Tony sighed, drumming his fingers against the workshop table as various footage of the 'Exploding Queens Bus' played around him. "We've found the identity of the two thugs, at least," he grumbled.

Mugshots of two men were projected, names, DOBs, and other bits of information listed alongside them.

"_**Yes, but as long we're under the assumption that they were acting on someone's orders, this information is essentially useless. I can't find any leads to connect them to other potential suspects.**_"

Tony clenched his fist. "Something, FRIDAY, I need something."

"_**Well,**_" the A.I seemed to hesitate, "_**many bystanders were recording the incident on their phones, and not all of them have posted the footage. Many of them recorded on StarkPhones. If you enable the Sorry But I Had To protocol, I can hack those phone for information.**_"

Tony scowled. He liked to respect the privacy of his customers, particularly the civilian ones when it came to things like personal photos and videos. But desperate times called for desperate measures. He sighed. "You have my permission, FRIDAY."

There was a long pause.

"_**...I found a total of 137 relevant clips of footage, sorted by most informative to least. The first one, boss, is of extreme interest.**_"

Tony frowned, setting his elbows on the table. "Alright then, pull it up."

A wrecked image of the street in Queens was shown once more, except this time the person filming had edged closer to the centre of the scene. Close enough for voices to be heard.

Shakely, the camera hovered on a man in a spider mask, holding down one of the burly attackers.

"_What do you want?"_ The man demanded as the other struggled to breathe.

"_P-Peter Parker_," he coughed out, and Tony leaned closer.

The vigilante clenched the man harder_. "And why do you want Peter Parker?"_

The camera was shaking even harder now, twisting its focus away from the pair and onto the ground. The hushed mutters of crowding civilians were growing, drowning out the already barely audible conversation.

Tony could _just _make out the next sentence.

"_C-Can make...A.I-" _

He froze.

"_How did you come across that information?" _

"_...ience...air..." _

The clip ended.

"_**...boss?**_"

Tony stood up, grabbing his jacket and was stalking towards the elevator. "Where is Peter Parker right now?"

"_**On the 37th floor, lab 51. Should I fetch him for you-**_"

"No," he interrupted, "I'll get him." Tony paused briefly and, as an afterthought, added, "tell Happy to meet me on the 76th floor, in the lounge."

"_**Of course, boss.**_"

* * *

Apart from that whole mess with Christina, Peter thought he was doing a great job of staying as low as possible. The rest of the lab was more than happy to ignore him as long as he was doing some sort of work. Sure, there were a couple of snide remarks, and yes, maybe he did get shoved around more than what could be considered accidental, but it was fine, Peter could deal with it, he'd just wipe their smug little faces right of them when he finally made the-

"_Mr Stark!"_

Peter froze at his workbench, twisting around slightly to catch a glimpse of Christina traipse towards Tony Stark, face flushed and hands shaking.

"M-Mr Stark, i-it's such an honour to have you here. May I ask the purpose of your-"

He placed a finger near her lips, stopping Christina in her tracks. The man gave her a smile, one that didn't reach his eyes. "Now, as much as I enjoy playing buddy-buddy with my interns, I have some very important business to do." Stark's, Mr Stark, Peter supposed, gaze fell on him. "Kid. Out. Now."

Peter flinched, hastily dropping the things in his hands before following the man out the door. He didn't miss Christina's gaping expression.

"Where are we going? _Why _are we going?" Peter asked, hastening his pace to keep up with the man.

Mr Stark ignored him, grabbing the corner of his lab coat and pulling him into an elevator. "FRIDAY, is Happy already there?"

"_**He came as soon as you asked him to, sir, but he wasn't happy with the short notice.**_"

The man shrugged. "Ah well, is Happy ever happy?"

"_**Mr Hogan's endorphin levels suggest-**_"

"FRIDAY," he deadpanned.

"_**I'm not sorry, boss.**_"

Mr Stark rolled his eyes fondly. "Honestly, traitors, the whole lot of you."

Beside him, Peter stood stiffly, eyes darting between Mr Stark and the top of the elevator. There was just something jarring about watching one of the richest, and probably the smartest, men in the world casually banter with his self-aware A.I. And as much as Peter didn't want to be here, he couldn't help but be just a _bit _awed.

And he'd owned a couple of Iron Man masks as a kid, sue him

"_**We have reached the 76th floor.**_"

Mr Stark pushed up his sunglasses, strutting through the door with the confidence of a man who could topple buildings. Which was fair, considering he actually could.

Peter cleared his throat, as jogged slightly to keep with the man long strides. "So, Mr Stark, why _are _we going...wherever we're going?"

Mr Stark glanced back at him, an eyebrow raised in disbelief. "You don't even have a _clue_ on what this is about?"

Peter stared at him blankly. "Um...no?"

He shook his head. "Kids," the man muttered as he shepherded Peter into a near-vacant room, shutting the door firmly behind him.

A man, who Peter presumed was Happy, was pacing around the lounge when they arrived. He scowled at the both of them, eyes narrowing as they spotted Peter.

"I hope you have a good reason to call me up here, I was _busy_."

Mr Stark smirked at him, settling on a couch at the front of the room. "Now Happy, if I didn't have the authority to call you everywhere I want then what's the point of being your boss?"

Happy scowled, sitting himself down opposite the man, "if you weren't my boss I would have ignored you."

Mr Stark waved him off. "Don't kid yourself, Happy, you know you love me."

"Love and hate have a very intimate relationship."

Standing between the bickering pair awkwardly, Peter cleared his throat. "_Ah-hem." _Two pairs of turned to him, one with amusement, the other with irritation. He found himself straightening at the attention. "If we could kinda get to the point of this whole meetingy thing, that would be great. I mean, feel free to continue but I have a curfew, sooo…" He trailed off.

Peter didn't have a curfew, but no one in the room was in a position to question that.

Mr Stark, unsurprisingly, huffed out a laugh. "You got snark, kid."

Happy, on the other hand, wasn't too impressed. He scowled at him. "I swear they get ruder by the generation," the man muttered, not even trying to hide his irritation.

Mr Stark shrugged. "Kid's got a point," he clapped his hands, "FRIDAY."

At the centre of the lounge, an image of a wrecked street in Queens was projected.

Peter recognised it almost immediately.

'_Shit,' _he thought, fists clasped so tightly his knuckles whitened, '_they know about Spider-Man. I __**knew **__someone would find out, I knew it, goddamn it, I __**knew **__it._ _I should have hidden better, changed my clothes rather than turning a jacket inside out. Now they know and everything's going to turn to shit 'cause oh god I'm so screwed-"_

"-so the kid's getting tracked."

"Pretty much, I need you to keep an eye on him. Give him your number, maybe pick him up from school and give him a lift. Considering what happened, I think the kid should avoid public transport."

Peter blinked. "What?"

Mr Stark gave him a funny look. "Weren't you paying attention? Some people are after you because of your whole A.I shibang. You'll need some security, especially since we can't take this to the police." The man sighed, "thank god you weren't on that bus, otherwise you would have found yourself locked in some evil lair somewhere."

'_Oh.'_

Peter laughed, in relief more than anything. "Yeah, that would be bad."

Happy looked at him sharply. "Kid, this isn't a laughing matter."

He only shrugged in response, before freezing. "Wait, I'm getting _security_."

Mr Stark frowned. "I mean, yeah, we can't have the big brain of yours in the wrong hands."

Peter made an 'O' with his mouth as he nodded. That made sense. Of course, they wouldn't want the technology of self-aware A.I in the wrong hands.

The two adults continued their discussion about his security, Peter, occasionally, throwing in his never-well-received opinion.

By the end of it, Peter walked away with his very own driver and too many eyes on him then he would have preferred. At this point, he was too relieved about not being outed as Spider-Man to care.

Happy, on the other hand, was even more displeased with the result. Scowl permanently fixated on his face when he reached the conclusion of his new position as a glorified chauffeur for some random kid.

The only one who managed to walk out of the room with a smile was Mr Stark.

* * *

**A/N: yeah...so we're kind of just ignoring Thanos and the whole selling the tower thing in this fic. I just cannot be stuffed working that shit into the plot. Is the pacing rushed? A lot just happened in this chapter.**


	5. Chapter 4

4.

One week into getting stuck with a bodyguard, Peter could safely assume one thing.

Happy did not like him. Not one bit.

Which, you know, was kind of fair since the man was pretty much babysitting some brat who was literally too smart for his own good. And sure, it kind of bugged Peter but the man _was _justified in his dislike. Besides, all he really did was ignore Peter.

It could be worse.

"PETER, MRS LANAH IS HERE!"

He startled from his thoughts, jumping from his bed and snatching his wallet off his desk. "COMING, AUNT MAY!" Peter yelled back.

He stumbled through the corridor, straightening at the sour face of their landlord.

"Mr Parker," she said snidely, brushing back densely gelled hair, "I hope you have both this month and last month's rent with you," her nostrils flared, "otherwise we might have some _issues_."

Peter only smiled dully at her, smoothing dishevelled hair as he handed her a handful of notes.

Her lip curled as she counted them, tips twitching into some twisted form of a smile. "Good," was all she said, before turning to leave

"Wait," the woman paused, raising an eyebrow as she glared at Peter.

"_What?"_

Peter threw a glance at May, who was gazing, rather drunkenly, into the distance. He sighed. "I want to set up a direct debit to my account."

Mrs Lanah's lips thinned, eyes narrowing at May before fixating on Peter. "You have a regular income?"

He nodded.

She frowned, glancing one more time at May, who was paying the conversation absolutely zero attention, before dipping her head slightly. "Fine." She turned sharply and left.

Peter sighed, rubbing his temple as he ushered May into the house.

"May, how many times do I have to tell you not to drink in the morning?"

She pouted at him. "But what else can I do?" She whined, sprawling herself on the couch.

Peter glared at her, shoving his empty wallet in his pants. "I don't know, maybe _find a job_."

May scowled at him. "No one wants to hire someone who's been fired like, ten billion times," she mumbled.

Peter gritted his teeth. "And I wonder whose fault that is," he muttered bitterly.

May glared at him sharply, a scowl twisting further onto her face. "The only reason I'm having so much trouble is because I need to find a decent-paying job, one that can support _both _of us."

Peter stiffened at that. May rarely ever played the '_you're-not-technically-my-responsibility' _card anymore, and if she did, only when drunk. Not that it made the blow any less painful. He took a deep breath, calming his rampaging emotions before turning back to May. "Maybe that's the problem then," he said softly, "start with something small, then work your way up. A bad job is better than no job."

His aunt hummed, shifting on the couch. "Maybe," she twisted to glance at him, grinning, "you reckon McDonald's would take me?"

Peter smiled. "They would be stupid not to."

May frowned thoughtfully, sounding surprisingly sober. "Maybe I should apply?"

Peter grinned. "You should," he leaned down next to her, "and you should also stop drinking."

May groaned, slumping on the chair exasperatedly. "Not this conversation again."

"Promise me," Peter grabbed her hand, "promise me, that you won't drink."

May let her gaze roam over him for a couple of seconds before sighing. "I promise, Peter, I won't go out to drink."

Peter grinned at her, placing her hand on his forehead. "Thank you," he whispered, and May gently eased her hand from Peter's grasp, combing it through the tufts of his hair instead.

"I promise."

Their touching moment was interrupted by a loud honk.

Peter bit back a groan, grudgingly rising to his feet. "Well," he said thinly, "I guess that's my ride."

May frowned at him, cocking her head. "What do you mean-" Her eyes widened. "Oh _right_," she grinned, "it's Saturday, you have the internship."

"_Yay_," he said with false cheer, slinging his backpack over his shoulder, "the _internship_."

She chuckled, waving a hand. "Bye, Pete."

He smiled at her, waving back. "Bye, May."

With that, he raced out of the house, skipping steps as he tread down the staircase. "Hello, Happy," he greeted blandly, clambering into the car.

"You're late," the man gruffed, already raising the sound-proof barrier between them.

Peter shrugged. "May forgot to pay-"

"You call your Mom by her first name?" He interrupted, and Peter saw the man scowl as he shook his head disapprovingly.

"Well, no," Peter tried to protest, "she's not really-", the barrier between them shut, "-my mom." He sighed. "Nevermind then," he grumbled, shifting to stare at the window. "KAREN," he muttered.

"_**Yes, Peter?**_"

"Play some music."

"_**Of course. Playing 'He's a dick' by Golden Smog.**_"

Peter snorted.

* * *

Peter held up the pair of goggles triumphantly, grinning at the decidedly unimpressed lab team.

Christina pursed her lips at him. "Peter, why did you make...goggles?"

Peter scratched his head sheepishly, "well, I kind of got the idea from you, with that whole solar system thing. So I was like, what if I did the same thing except you're actually _in _the solar system, you know?"

She frowned. "I...suppose?" She threw a glance at the man next to her. "Weren't you working on something like that, James?"

James scoffed, glaring at Peter as he sat stiffly in his chair. "Yeah," he said curtly, "but it didn't work."

Peter fought back a grin. '_Even better.' _He shoved the goggles into James' face. "Try it, then."

The man wrinkled his nose, gingerly putting the goggles on. "Kid, don't try lying about what you made, okay? If I, an experienced engineer, can't make something then no one is expecting you to…" He trailed off.

Christina frowned, getting up from her spot at the middle of the lab and prodding James with her finger. "James?"

The man only delicately stood up, raising a hand to grapple at the air, as if to touch something that wasn't there. "It works," he whispered.

Christina gaped at him. "What?"

He hastily took off the goggles, practically thrusting them at her. "It works," he blabbered, "everything moves, it all looks real, it's like...being in space."

Christina went deathly pale as she placed on the goggles, twisting around for a good couple of minutes before handing it off to the rest of the team, who all practically pounced at the device.

She turned to Peter, gnawing on her lip as she hung her head. "Peter, I'm so-"

Slow claps had the room lapsed into silence, and Mr Stark smirked at them, slowly strolling into the lab before stopping at Peter. He rapped on the table, and the goggles were laid on it almost immediately. Wordlessly switching his glasses out for them, he took a long hard look around the room, even letting out a low whistle. Taking them off, he turned to Peter. "You started making these when you got here?"

Peter nodded.

"And you got here a week ago?"

Peter glanced at his labmates, all who were turning paler, and nodded again slowly.

Mr Stark grinned, clapping a hand on his shoulder. "A commercialised version of B.A.R.F that isn't connected to your brain, created in a week without any references, congratulations, kid." He threw the goggles at Peter, who caught them with ease, before steering him out the lab.

Peter shifted uncomfortably in his grasp. "Where are we going?" He hissed.

Mr Stark raised an eyebrow at him. "Finally dropping the cutesy act, huh?"

Peter scowled at him. "If you're going to be a regular hazard in my life then there's no point."

"Well, I must say," he let go of Peter once they reached the elevator, "if you're going to put up an act, keep it consistent, you slipped through a lot in our first couple of meetings," he paused, "though I have to admit, the fainting was genius."

Peter scrunched his nose. "The fainting was _real_. I only started faking from our second interaction onwards. "

"The fact that you are so open about it does not reassure in the slightest."

"Who said anything about being _reassuring_?"

"_**Boss, we have reached your workshop.**_"

Peter frowned, following the man into the workshop. "Why are we here?"

Mr Stark smirked at him, leading Peter to a table. "Well, the initial plan was to give you an update on the whole 'people trying to kidnap you' situation, and inform you that we were considering removing your security if no one makes a move on you in the next week or so."

Peter grinned at that, before raising an eyebrow. "Initial?"

Mr Stark's smirk turned sharper. "It's been a while since I've had another genius to work with."

* * *

Peter was a blast, Tony decided. It was like hanging out with a younger, more responsible, and more depressed version of himself and Tony was enjoying every second of it. Sure, Peter was a bit of surly brat sometimes, but weren't all teenagers? Tony definitely had been. Though he _could_ kind of see why Happy wasn't so fond of the kid, it was probably a rare experience for the guy to find someone more sullen than him, but hey, they would figure it out. Eventually.

"Mr Stark, DUM-E's trying to feed me a diesel smoothie."

Tony frowned, glancing at his watch. 10 pm, no wonder. He stood up. "Hey kid, time for a break."

Peter looked at him in disbelief. "Your robots have to remind you when to eat? That's just _sad_."

Tony scoffed, sauntering into the connected lounge. "That's what they're there for, isn't it? And call me Tony."

Peter shrugged, following along. "If you say so."

"What happened to your curfew, by the way?" Tony asked, sitting down at the kitchen island and pulling up a menu on the bench.'

Peter shrugged again. "Don't have one. I lied."

Tony paused in his scrolling. "You're saying your aunt doesn't care when you get home?" Because that was kind of handy and kind of concerning at the same time.

Peter bit his lip, looking away from Tony. "I mean, I guess? But I text her."

He hummed, not commenting. It wasn't Tony's place to meddle, he barely knew the kid.

"You want pizza?" Tony asked instead, steering the conversation away.

The kid grinned slightly. "Sure."

* * *

Adrian Toomes was not a genius. He had become very self-conscious of that fact ever since he'd turned to a life of crime, reverse engineering alien technology. He was smart, always had been, but smart and genius were two very different things and Adrian had long since come to terms with that. Sure, there were times where he had glared enviously at figures like Tony Stark and wished for a drop, just a drop, of their intelligence. That was all Adrian really needed to make his business boom.

But, of course, he _didn't_ have that drop of intelligence, neither did any of his team, for that fact. And as much Adrian wished, he knew people like Stark only came once in millennia. So Adrian made do, he worked with whatever he had, and if things didn't work out or took too slow to develop then he would just have to grit his teeth and bear with because he wasn't Tony Stark and neither was his team and Adrian would just have to deal with it.

But then Liz's Science Fair happened. And Adrian found someone. Well, Tony Stark found someone, but when Tony Stark finds things, he creates a commotion and Adrian had been lucky enough to be standing very close to that commotion.

Peter Parker. That was who Stark had found. A boy who had apparently created an A.I.

A.I's were complex pieces of technology, and, going by the way Stark had been reacting, it seemed as if the one the boy had created was self-aware. At that moment, when that exchange of words fell prey to his ears, Adrian couldn't help but think about all the possibilities. Having an A.I at his bid and call, rather than Phineas, when he was in the suit would be incredible, the ultimate assistant unhindered by human error. And better yet, if the boy could create A.I, what else could he do? The kid already sounded like the next Tony Stark, so maybe he could make Adrian the next Iron Man as well?

There was, though, the slight moral conundrum of dragging an ordinary child into this whole mess, one Liz's age no less. But, he told himself as he researched the boy, Parker had no parents or siblings, only an alcoholic aunt that wasn't even related to him. He wasn't particularly well-known at school, going by Liz's brief mentions of him, and he didn't have any notable attachments to anyone. Simply put, no one would miss him if he was gone.

And besides, Adrian reassured himself, considering his intelligence the kid would probably be pulled into this whole mess regardless, he was just making sure it was on _his_ side,

He repeated these reasons to himself like a mantra when he sent out two of his crew to find and kidnap Peter Parker.

They didn't come back, courtesy of an upstart vigilante named Spider-Man and their appalling lack of secrecy, and Adrian was treated to yet another warning label against kidnapping Parker when Liz came back home.

"Oh yeah," Liz grinned, doodling absentmindedly in a notebook as they watched T.V, "a kid at my school got an internship at Stark Industries."

"Oh," Adrian looked up from his computer in interest, "who?"

"Peter Parker."

That had thrown a wrench in his carefully concocted reasonings, Adrian couldn't exactly kidnap the kid if Tony Stark was watching, that would be too noticeable, too not-under-the-radar.

Except he had already come so far, planned so much, that Adrian couldn't _not _take the kid. Even just _thinking_ about how useful a genius would be on his team had him discovering a need that just had to be sated and Adrian wasn't going to let Tony Stark ruin that for him.

Surely the kid was just a low-level intern, surely no one would miss him _that_ much.

'_Right?'_

* * *

Never in Peter's nerdiest dreams had he imagined that he would one day work side-by-side Tony Stark on a regular basis, call him a self-obsessed asshole, and walk away with nothing but a pat on the back.

Well, his dreams had never predicted him getting spider-powers either but that was a moot point.

Peter could almost even consider Tony a _friend._ Not one he would be spilling all his secrets too, but, when push came to shove, someone Peter could count on.

Of course, there were issues with their new-found friendship, 'Spider-Man' being the glaring one. But Peter _liked _hanging out with Tony, he made him feel safe and secure in a way he never had before and a part of Peter just didn't want to give that the up. It wasn't like May, with May he constantly wavered between taking care of her and letting her take care of him. And even then, the latter was happening less and less.

Tony, in comparison, acted like Peter was _his _responsibility. If something went wrong in the lab, or if they spent too long working without eating, it wasn't on _Peter_, it was on Tony.

The feeling was...nice, and a teeny tiny part of Peter that hadn't forgotten what life was like before Ben had died was whispering _this is what having a parent feels like this how it should be _and now Peter just _wanted_.

Wanted to feel like that every day, every second he spent at home, Peter wanted it so badly that he was forgetting rule number one.

_Don't get attached_

Not every nerd had time to pursue their dream. Not every kid could have what they wanted.

_It was too late he already was_

"_Peeettteer."_

Peter groaned, clambering out of bed and trudging towards the living room. Sure enough, there May was, draped over the couch, a bottle nestled in her embrace, looking absolutely _wasted._

He pinched his nose, edging around the pile of vomit splattered across their rug. Peter raised an eyebrow at her, a hand on his hips. "What's the point of you trying to _not _go out and drink if you're just going to get wasted _here_?"

She hiccupped, not even bothering to look him in the eye. "I-I applied at McDonald's," she stuttered.

Peter cocked his head, ignoring the dread creeping through him. "Isn't that a good thing?"

May let out a bitter laugh. "I was rejected."

'_Oh.' _

Peter tried to squash the fear that had now bloomed inside him, settling on rubbing a soothing hand on her back. "That's fine," he reassured, "it's just one job, you can always try for another."

She shook her head. "No," May whispered, "it wasn't just McDonald's, I applied at other places too. No one accepted me, Peter, _no one_." Tears dripped down her cheeks, and she turned to Peter with wet eyes and clutched his hand. "A minimum wage job. I can't even get a minimum wage _job._" Her voice was choked and she clung to Peter, letting the bottle in her grasp drop and shatter to the floor.

And all Peter could do was stand deathly still, ignoring the pinpricks of pain the shattered glass graced him with, and let the reality of what May said sink in.

Because if she wasn't getting a job anytime soon then that meant they were going to be relying on Peter's income and benefits for the long term.

Now, more than ever, he wondered who was the adult in this household.

_Tony frowned at him. "You haven't eaten all day?"_

_Peter shrugged. "I wasn't hungry."_

_The man sighed, flicking Peter's forehead before ushering him into the kitchen. "You have to tell _

_me these things, kid, it's my job to make sure you don't starve while you're here."_

_Peter blinked in surprise at the sandwich presented to him, hesitantly taking it from Tony. "Thanks," he said._

_Tony snorted. "No need to be thankful, it's basic human decency."_

_Peter didn't say anything as he bit into the sandwich._

"I-I have to go." Peter gently shook May off, stumbling back towards the door.

May rubbed her eyes furiously, gazing up at him with bloodshot eyes. "N-No," she staggered towards him, gripping his arm tightly, "y-you can't leave me too, Peter, you're the only one I have left, you can't leave me, I _forbid _you."

Peter tried to ease her hand off him. "I'm not leaving you, May," he reassured, "I just need some air, I'll be back in ten."

May only held him tighter, red-rimmed eyes glaring intently at him. "You're not allowed to go, Peter," she continued, ignoring his previous reassurances, "I won't allow it. I took you in when you had nobody, I took you in when I could have left you, you're not _allowed _to leave me." Her grip was starting to bruise and she was jerking him away from the door, away from calm, clear air it led to and towards the vomit-ridden stench of the lounge.

As May attempted to lug him towards her, a clear plastic pocket slipped from her dress. Peter snagged it before she could and May let go of him in favour of attempting to snatch it back. "Give it back, Peter," she hissed, eyes wide and exposing a look of fear and dread, "this is adult business. You won't understand, just give it back."

Peter ignored her, holding it out of her reach as he inspected one of the pills inside. It only took a couple of seconds to recognise the familiar shape of party pills that were often snuck into school.

"Drugs," he whispered, backing away towards the door, packet in hand.

"PETER!" May grabbed his shoulders, her clasp causing flutters of pain, as she attempted to haul him back.

It was too late, Peter had superhuman strength, she couldn't stop him if he tried.

Peter was out the door before she could get another word in, and May was left to sob, all alone, on a blood-stained, shard-ridden rug, next to a pile of her own vomit.

* * *

Tony was not a stalker. He was making that very clear, he was just a very concerned adult who had made friends with a kid that had a criminal group after him. Said criminal group hadn't actually _made _any contact with Peter, so Tony had been convinced to remove the security on the kid, but not before installing a tracker on his phone. Better be safe than sorry, he told himself.

Of course, Tony didn't actively look at the kid's whereabouts, he had much better things to do than that, but Tony had made it so FRIDAY informed him if the kid was doing something stupid.

Like wandering the streets at 3 am.

And now Tony didn't know what to do. He certainly didn't have much authority over Peter, apart from being his boss, though that _was _teetering alarmingly close to 'friend'. Which, yes, Peter _was_ a friend but Tony was also a forty-six-year-old man and he didn't know what that meant for the dynamic of their little friendship. Mentor and mentee, maybe? But Peter didn't work _for_ him so much as _with_ him so Tony was kind of just putting him _very_ close to the 'friend' category.

A part of Tony wanted to send out one of his suits to go check on the kid, another part of him was reminding Tony that no, he _wasn't_ Peter's guardian and he didn't really have the right to tell the kid what he could and couldn't do.

Besides, Peter was a responsible kid, he probably knew what he was doing. Tony bet his aunt was with him or something, probably stopping by the convenience store together to grab some grub.

Yeah, that was it. Nothing to get worked up.

"_**Boss, Mr Parker's heart rate is notably elevated.**_"

Tony bit his lip. "Is he injured?"

"_**I can't tell.**_"

Tony frowned, reaching for his sunglasses near the side of his bed. Maybe he'd send a suit over, just in case.

"_**Boss, he's climbing to the top of a twelve-story building.**_"

Tony shot right of bed. "FRIDAY, get the suit ready."

"_**Right away.**_"

* * *

Peter inhaled, gulping down the pure, fresh air found only at the tallest of buildings. Heights had gone from one of Peter's fears to one his comforts. There was just something so serene about how removed they were from the cluttered life on the ground. Peter's haywire senses were always appeased when he found himself a couple hundred feet away from solid land.

It was something he needed more than ever with revelations of the past hour haunting him.

Sighing, Peter held out the plastic pocket he had confiscated from his aunt. Drugs, he never would have guessed. For all of May's faults, he in no way would have thought she would go that far.

Except she did, and now Peter didn't know what to do.

It couldn't continue, that was for sure. But would May really stop if Peter asked her to? Perhaps for a couple of weeks, maybe, but all it would take was one little thing going wrong to start the cycle again. She'd done it with alcohol, what's to say she wouldn't with drugs?

Peter groaned, burying his head into his palms as swung his feet on the ledge of the building. He had no idea what to do.

"Kid, there are many places you shouldn't be at 3 am and the roof of a twelve-story building is one of them."

Peter froze at the familiar voice, slowly peeking through his fingers and _yes, that was Iron Man in front of him._

The faceplate was lifted, and Tony raised an eyebrow at him. The man looked dishevelled, with bags under his eyes and crumpled hair poking against the helmet of his suit.

Tony cleared his throat. "_Ah-hem,_ that's your cue to move away from the ledge. As fun as dangling your feet must be, it's doing no wonders for my heart rate."

Peter nodded jerkily, shuffling away from the ledge. "S-Sorry," he said, flinching at how choked he sounded.

Tony frowned, flying down to stand in front of him. "You don't have to apologise, kid."

Peter shrugged but didn't comment, he just sat there, basking in the soothing atmosphere the rooftop brought him.

"So," Tony said, after an awkward silence, "care to tell me what you're doing here?"

Peter shrugged again. "I just wanted some air. What are _you_ doing here?"

Tony scowled at him. "I was patrolling, and don't lie to me, kid, I can see the tear stains on your cheeks."

Peter blinked, patting his cheeks gingerly. He hadn't even realised.

"Kid?"

Peter stared at the man, he looked concerned, the slight scrunch of his eyebrows betraying worry Peter hadn't expected from him. It almost made Peter bitter. He'd pulled this disappearing act so many times with May and she'd never come looking for him. Peter had only known Tony for a couple of weeks and here he was, chasing after him at 3 am.

"Kid? I asked you a question."

Peter shook his head, the decision had been made as soon as he walked out of that house. Telling anyone anything would mean getting May into trouble, and, no matter what happened, Peter wouldn't get May into trouble.

He let out a small sigh, not looking at Tony as he fidgeted with his hands. "It's just...school, you know? The work, the people, it's all kind of stressing me out."

It almost hurt to hear Tony exhale in relief.

The man crouched down next to him, smiling softly. "That, I can understand. Being the youngest person at MIT was no walk in the park, you know?"

Peter snorted. "So even the great Tony Stark got bullied?"

Tony smiled wistfully. "Not so great when you're a fifteen-year-old amongst people in their twenties. There was this one time..."

Peter ended up spending the rest of his night exchanging tales of misfortune with Tony Stark, and sure, it didn't solve any of his current issues, but once Iron Man finally escorted him home _(how did you even get up there, kid?) _Peter destroyed the zip-lock bag full of drugs right in front of a half-delirious May, scoured the house for more, and, when satisfied with his search, threw out every single bottle of liquor they owned.

"May," he said, tone firm and determined, "you're going to get through this."

She nodded at him, smile small but sincere. "I will," she promised, clasping onto his outstretched hand, "and I'm sorry for everything I said."

Peter only gripped her hand tighter. "I would never leave you, May."

May pulled him into a hug. "What did I do to deserve you?" She muttered.

His only response was to squeeze her tighter.

* * *

**A/N: VR, I know, so original. I couldn't think of anything else. I actually don't know if the MCU has VR, they probably could make it, but the closest thing I've seen so far is BARF. Maybe I'm just blind, idk. May's a bit inconsistent with her drunkness here, but I was kind of hoping to show the pressure on Peter with this. May might be sorry and Peter might be forgiving but that does not excuse this behaviour in the _slightest._**


	6. Chapter 5

5.

'Spider-Man.' It hadn't been something Peter had needed to worry about in a while. The internet had caused a bit of a fuss about it for a couple of days, but the whole thing had died down eventually. Peter, in all honesty, had totally forgotten about it. Between school, the internship, and monitoring May, he just didn't have the time.

But, of course, it came to bite him in the back when he least expected it.

Peter had simply been strolling through the city - something he didn't take for granted now that he was off a 24-7 security watch from Happy I Hate Your Guts Hogan - running errands on a normal Sunday morning when the faint sounds of multiple clicks of a gun caught his attention.

Peter, being the responsible citizen he was, followed the noise, taking his phone out in case he had to dial 911.

Except when Peter finally reached the source of the sound at the corner of an alleyway, he didn't find a simple mugging or burglary taking place, no, he found fucking _Flash Thompson_ getting carted off by a group of ten, fifteen, thugs into a small, white van.

Kidnapping. He was witnessing a kidnapping of someone he knew and like hell was Peter doing nothing about it. This wasn't the exploding bus, that had been all about _him _and his _own_ safety. This was about someone he associated with, someone he had a relationship with, and someone, on the barest of levels, he cared about.

At this point, Peter didn't care about how much he hated using his abilities; he had to help Flash.

Belatedly, Peter realised he still had the spider mask from before stuffed in his bag. So, huddled behind the wall where he knew no cameras were installed, he slipped on the mask and web-shooters, turning his jacket inside out once again

"We got the kid," one of the thugs muttered into a radio, nodding at the other cronies as they began to clamber back into the van.

Peter had already slung himself onto the hood of the vehicle before they could even start it up. He smiled coldly at them. "I think you've got something you're not supposed to have."

The punk in the driver's seat scowled at him, surprisingly unarmed. "Fuck off and mind your own business," he growled.

Peter smirked. "Not a chance." He smashed a fist through the window.

The goon practically howled as shards of glass flew towards him, but Peter paid him no heed, simply snatching the keys of the vehicle and flipping towards its backside. As expected, there was a gang of thugs all decked out to greet him. Peter made quick work of them, his spidey-sense working faster than the sound of their bullets. He dodged the blend of knives and guns with ease, occasionally throwing a block to the rare fist. They were hired muscle, he quickly realised, with no formal training besides the casual brawl.

Once the last of them was down, Peter turned to the van, key in hand, ready to free Flash from his confinement.

Instead, he found his classmate gaping at him through the back window, phone held up in his restrained hands, clearly recording.

Peter fidgeted slightly, suddenly self-conscious as he unlocked the boot and untied Flash.

"T-Thanks," his classmate stuttered, rubbing his wrists where they had been tied. "They, er, weren't very smart and didn't take my phone of me so I, um, thought if I recorded it, it would be good as, like, evidence." Flash sounded so unsure himself, clasping tightly to his phone. "I can...delete it if you want?"

Peter paused, biting on his lip, because, yes, he would prefer Flash to delete it so he could remain as inconspicuous as possible, but what Flash had said was also fair and Peter didn't want to be the reason any of these fuckers managed to walk free.

"It's fine," he said grudgingly, "I...don't mind."

Flash practically beamed at him. "Great! Can I take a picture with you as well?"

Peter hesitated for a moment before shrugging. "Why not?"

Flash grinned, grabbing his shoulder and holding out his phone with one hand. "Say 'Spider-Man.'"

Peter tried to grin as much as he could under a mask. "Spider-Man?"

The camera flared and Flash hugged his phone to his chest happily. "Thanks, dude."

Peter nodded awkwardly before motioning to the thugs sprawled on the concrete. "Maybe you should call 911 or something?"

Flash blinked, as if just remembering the whole reason they were in this situation. "Oh yeah," he said, dialing something on his phone, "but I should call my butler first."

Peter frowned. For someone who had just gotten kidnapped, Flash was being awfully calm about everything.

"Does this...happen often?"

Flash shrugged. "Occasionally, my dad's rich."

"Oh," was all Peter said, hesitantly patting Flash's shoulder, "that's...rough."

Flash glanced at the hand in surprise, a smile growing on his lips before it was elapsed by a thoughtful frown. "You know," he said, looking at Peter curiously, "your voice sounds kind of familiar."

'_Aaand that's my cue to leave.'_

Peter shrugged at Flash, deepening his voice just a bit when he responded. "I get that a lot, my voice is common with kids, apparently."

Flash cracked a grin at him. "Puberty hit you too slow?"

Peter sighed. "Unfortunately," he said mournfully, already edging out of the alleyway.

Flash, noticing his withdrawal, waved at him. "Bye, Spider-Man."

Peter waved back. "Bye, kid."

He slung a web at a nearby building, letting it swing him along before throwing Flash one last wave.

Peter's super-hearing could _just _catch his muttered, '_so cool.'_

And he would be lying if he said that didn't make him grin.

'_Maybe my abilities can be used for good things.'_

* * *

"KAREN, report."

"**Mrs Parker has not touched any alcoholic beverages this morning. She even seems to have attempted to make breakfast. **"

Peter nodded, grinning as he ambled towards the kitchen. "Make sure she doesn't set anything on fire."

"**Of course, Peter.**"

He raised an eyebrow at the whiff of smoke in the air, sighing as he entered the kitchen. "May," he greeted, looking exasperatedly at the burnt bacon and toast sitting on the dining table, "you made..._breakfast_."

She beamed at Peter, settling down opposite him and nudging the 'bacon' towards him. "I _know _right? It's been a while since I've been in the kitchen, though, so the bacon turned a bit too crispy, but otherwise, it seems pretty good."

Peter nodded slowly, poking the crumbling mess of black on his plate with a fork hesitantly. "...right."

May paid his remark no heed, digging in with surprising exuberance before frowning as she chewed her first couple bites. "That's weird," May mused, "when _you _make bacon and toast it usually tastes much more flavourful."

Peter took a small bite, gagging at the gritty, bitter taste. "Yeah," he said after gulping down a glass of water, "I wonder why."

May frowned at his reaction. "It's not that bad, is it-"

Peter jumped to his feet. "Oh, wow, look at the time, I better head off to school now." He grabbed his backpack off the coathanger. "Bye, May!" He yelled, racing out the door, "don't forget to look through those job vacancies I gave you!"

Peter was out the door before she could reply.

* * *

Peter hunched over his desk, a chemistry textbook blatantly covering his face as he eavesdropped on the conversation taking place in front of him.

"-so then he was all like pow-pow and the guy collapsed, like, _instantly_ so he just walked over and untied me. It was _so badass_. I saw his biceps through his shirt, too, the dude is fucking _ripped_, like, hella jacked."

Liz leaned forward on her desk, smirking at Flash, who was surrounded by most of the class. "How jacked are we talking?"

He grinned. "_Hella_ jacked."

Betty frowned at Flash, a pen and notepad in hand. "What age-range would you guess Spider-Man is in?"

Flash hummed thoughtfully, rapping his fingers on his desk. "College? Early twenties, maybe? The dude seemed pretty young, but he called me kid so..."

Betty nodded as he spoke, dutifully noting it down. She smiled gratefully at him. "I can mention this in the broadcast, thanks."

Liz sighed, wistfully sinking in her seat. "Isn't this so cool? A brand new superhero living practically next door!"

'_No, it's not cool,' _Peter thought, scowling as he slammed down his chemistry book, pulling the cuffs of his shirt up higher. When he had told Flash that it was okay to keep the footage, he hadn't exactly meant it as a green light to _post it on Instagram_. But no, that's exactly what Flash did, and now Spider-Man was a viral sensation and everyone was searching for his goddamn identity.

"You okay, loser?"

Peter turned his gaze to Michelle, one of the few who hadn't started sucking up to Flash the minute he entered the classroom. "Fine," Peter lied, motioning to his textbook, "just stuck on a problem."

She raised an eyebrow at him. "You're the top student here, I've _never _seen you get stuck on a textbook problem."

Peter shrugged. "There's a first for everything."

She snorted, turning her attention back to whatever she was doodling.

"Okay, _class_!" Mr Harrington yelled over the commotion, clapping his hands together to grasp their attention, "I know it's the last period and you must all be very tired but I would appreciate it if we all could just settle back down at our _own _desks and work through these problems _quietly._"

"But, sir," Betty protested, "Flash is _helping _us."

Mr Harrington blinked at her, at Flash, and the gaggle students surrounding him. "_All_ of you need his help?"

She nodded.

"And you can't ask Peter, Michelle, Ned, or me?"

Liz smiled at the man. "Flash is a _really _good teacher."

Mr Harrington actually looked a bit crestfallen at that. "If he's helping you it's fine, I guess," he muttered, slumping into his chair.

Peter scowled. "_Idiot,"_ he hissed under his breath, glaring at Flash's turned back before returning his attention to the web-shooters he was doodling.

A chemistry book slammed on his desk. He flinched, glancing up. Michelle was raising an eyebrow at him.

"Help," she made air quotes, "me."

Peter frowned at her, scrunching up the paper he was doodling on and shifting to the side so she could sit down beside him. "What do you need 'help' with?" He asked sarcastically.

Michelle looked at him sharply, gaze practically cutting, and twisted her lips into a smirk as she brought out a piece of paper. Michelle cleared her throat. "_Ah-hem,_ question number one, as a Stark employee, how do you and your co-workers feel about the Sokovia Accords? Has it affected your job in any way? If so, how do you think this will affect others in the same field?"

Peter frowned. "Hey, wait-"

"Question number two," she interrupted, "does having a controversial hero as a boss affect you or your workplace in any way? If so, could you provide some examples?"

Peter gaped at her. "Since when were _you_ so interested in the Avengers?"

Michelle smiled blandly. "I'm not. News outlets pay a pretty penny for any dirt on them, though," she paused, "I might need your ID afterwards so I can confirm that you're an actual Stark Employee."

"Absolutely _not_."

She shrugged. "Worth a shot, they'll probably accept it anyway, to be honest." She handed him a blank sheet piece of paper. "Write down your answers here."

Peter quirked an eyebrow at her. "Aren't you supposed to do that for me?"

Michelle scoffed. "No way, I can _not _be stuffed."

Peter sighed, taking the piece of paper from her and grabbing his pen. "You better keep this anonymous," he grumbled.

Michelle nodded stiffly at him. "Of course," she agreed, fishing out her notebook, "I'll even draw your picture while you're at it."

Peter groaned. "Please don't make me regret this."

"You won't," she assured, "I'm giving you a ten-percent cut."

* * *

It wasn't until Peter left school that he realised the sheer magnitude of how viral Spider-Man had become. Strolling down the street brought to his notice a plethora of brand new stalls, all selling the very same mask. Hushed mutters had never been so loud, and three repeated syllables never failed to catch his attention. Spider-Man.

For a city with such a vast amount of superheroes available to them, the citizens of New York had clung to the vigilante with a surprising amount of fondness, and it was only when he scrolled through Twitter, Peter realised why.

_**Spider-Man taking down a group of thugs vs Iron Man taking down a group of thugs. Who caused the least destruction?**_

_**Brand New, Up And Coming Vigilante Saving The Day Without **__Any_ _**Collateral Damage!**_

_**Spider-Man: Saving The Day Without Using A Citizen's Pay**_

It was a stupid argument, the Avengers had faced much tougher threats then Spider-Man had. And sure, heroes like Iron Man and the Hulk were prone to excessive force, but Black Widow and Hawkeye hadn't exactly been causing craters every city they went too.

No, Peter realised as he trudged towards Stark Tower, this wasn't people supporting Spider-Man, this was them using Spider-Man as an excuse to pull the Avengers down. He was becoming the face of a resentment that had been brewing for a long time.

Yet guilt still seemed to cling to him, as his super-hearing caught the conversation of a little girl and her mother.

"Be careful walking back, sweetie," the mother told the girl sternly as she floundered in front of a house, "this is your first time walking home yourself. Make sure you look both ways when you cross, stay on the route we always use, and don't talk to _any_ strangers."

The girl nodded eagerly. "Don't worry, mommy," she reassured, practically bouncing on the balls of her feet, "if anything goes bad, Spider-Man will save me!"

Peter felt his shoulders hunch and his stomach drop. '_No,'_ he thought, '_Spider-Man won't save you. Spider-Man isn't even real, just a figure brought out at my convenience.'_

Her mother smiled, ruffling the girl's hair. "Of course he will, sweetie, enjoy your play-date."

The girl grinned at the woman. "HAVE FUN KISSING MIKE!" She yelled as she ran into the house.

The lady turned bright red, huffing as she walked away.

Peter felt nauseous.

_he wasn't a hero he hated his powers this wasn't his job but why was he feeling so guilty so responsible so shameful why why whywhywhy_

He practically ran to Stark Tower.

* * *

"So what you're saying is that under this new, _reformed _version of the Accords, the rogue Avengers will all be pardoned?"

Tony nodded at the holographic Ross, who scowled. The rest of the projected politicians at the table, however, took the statement with consideration.

"I've always felt the Accords were rather _extreme,_ so perhaps this is the-"

"-Barnes was under Hydra's mind control, under American Law that would exempt him-"

"-bias to the enhanced! The idea of continuous tracking is-"

"-control is needed, but we must respect their rights-"

"SILENCE!"

Tony raised an eyebrow at Ross, swirling a glass of wine in his hand as he stood up from his couch. "You have an objection?"

The holographic man stalked towards him, narrowing his eyes. "Your name is on that document, you've agreed with its purpose. Don't get cold feet just because you don't like seeing your friends facing the consequence of their actions."

Tony cocked his head, taking another swig of wine. "I signed a piece of paper, not a binding oath that dictates my opinion for the rest of my life. My name is on that document and I wish I could _rip it off_."

"Legally binding documents don't allow for a change of heart, Stark."

"They do," Tony gestured to the group of politicians sitting at the table, "if everyone else agrees."

"Secretary Ross," a woman at the table stood up, "Stark has a point. I agree with the proposal of a reformation."

Another stood up. "As do I."

"I do too."

"I think a revision is much needed."

"Me too."

"The current one laws are a bit _too_ restraining."

"I agree."

"Perhaps we should at least bring up this revised version to the other countries."

Ross sputtered at the politicians, all who had stood up in affirmation.

"It looks like you've been outvoted, " Tony said quietly, looking Ross dead in the eye, "my job here is done." He clapped his hands. "FRIDAY."

The hologram disappeared.

Tony collapsed back on the couch. There. He had done it. The rogue Avengers were going to be pardoned and Bruce could finally come out of hiding. Now they could all live happily ever after. The End.

Tony gulped down another mouthful of alcohol, snorting.

As if things would be that easy.

* * *

"**Will you be heading to Mr Stark's workshop, Mr Parker?**"

Peter flinched at FRIDAY's voice, clutching tighter to the backpack strapped on to him. "Um, yeah, that would be great."

"**Very well,**" the elevator began moving upwards, "**to the 79th floor.**"

Peter sighed, leaning against the state-of-the-art elevator. Hopefully, Tony had something good to work on, he needed the distraction.

The elevator dinged and the doors opened.

"**You have reached the 79th floor.**"

Peter drifted inside, frowning at the strange emptiness it held. The vivid projections that usually illuminated the room were gone, the gentle hums of machines at work were absent, and the benches were oddly immaculate and orderly. It was as if a certain billionaire had yet to stumble inside, something that was definitely not normal.

"Tony?" He called out, wandering through the workshop, "Tony, where are you?"

"**Mr Stark is currently in his and Miss Potts' apartment above. The staircase is on your left."**

"Oh," was all Peter said, hesitantly following FRIDAY's directions. He'd been to the penthouse several times before, it was generally where he, Tony, and occasionally Pepper ate lunch. But without the billionaire by his side to distract him, it was strangely jarring to see the sheer luxury the apartment emanated.

A ceiling that was hung high above the ground, adorned by chandeliers of all shapes and sizes. Plots of fluffy carpet scattered amongst dark granite flooring, glossy couches resting on top of them. Peter had never felt so out of place.

"**Mr Parker?**"

He shook his head, advancing through the penthouse. "Tony," he yelled again, "Tony! It's Peter!"

A soft moan caught his attention, and Peter scrambled towards its source.

Tony was slumped on a couch. His hair was matted and clumped, folded over the top of each other like a patchwork quilt of black and grey. The fancy suit he donned had been crumpled, marked more by its creases than its sleekness. Bags were prominent under his eyes and traces of vomit smeared the corners of his mouth. Peter let his eyes follow the trail of a stomach's rejected contents to a shattered bottle, laying not too far from Tony.

He was hit with a sense of deja-vu.

Peter crept towards the man. "Tony," he whispered, gently shifting him onto his side and shaking his shoulders.

He got a groan in response.

Peter sighed. '_So he hasn't passed out, thank god.'_ "FRIDAY," he called out, "is Pepper here?"

"**Miss Potts is on a business trip, I would have notified her if she was.**"

Peter pinched the bridge of his nose. "Of course. Right. That's great." He cast a glance at Tony, who was snoring quite soundly, and let the barest of a smile creep up his face. "The one time I want to be kept busy, you pull a stunt like this, huh?" He exhaled, ambling towards the kitchen. "Alright," he muttered, grabbing a cloth and brush and shovel from a random cupboard, "let's get you cleaned up."

The vomit and glass were relatively easy to mop up since it had been spilt on a hard floor, and Tony, by some miracle, had managed to avoid puking on his suit, so Peter didn't even have to contemplate changing his clothes.

Once everything looked somewhat clean, he hauled Tony onto his back, carrying him to what Peter assumed was his bedroom. FRIDAY didn't make a sound when he entered, so Peter guessed he was allowed inside. After dumping Tony sideways onto the bed he returned to the kitchen, pouring a glass of water and preparing some random instant soup he found in the pantry.

Setting the food and drink on the table beside Tony, Peter sighed. He'd been counting on Tony to provide some sort of distraction, but considering the man was out cold beside him, he doubted that would happen. Peter wasn't exactly keen on tinkering in the workshop without Tony supervising him. Half the tech in there was probably classified, and Peter didn't want to be the reason the workshop got destroyed twice.

But he wasn't thrilled about going home either, where May was probably hunched over the couch, leafing through the job vacancies. Peter knew May would be delighted to have him home early, if only so she could rant and ramble about the jobs she could, she would, she'd never take. Yet the peace and quiet offered by the empty apartment were so tempting, and Peter could just imagine curling up on a couch here and studying. He'd probably get more done in an hour than he would in a day back home.

"FRIDAY," he asked, looking up at the ceiling, "do you think Tony would mind if I stayed here for a bit longer, even if he's out cold?"

"**I'm sure Mr Stark would be happy to let you stay.**"

Peter smiled, drifting into the living room and picking a couch to curl upon. "Thanks, FRIDAY," he muttered, opening one of his textbooks.

Peter could almost picture the A.I smiling at him. "**It's no problem, Peter.**"

* * *

Tony woke up to warm lights and cosy sheets.

The headache that hounded him and the stomachache that smothered him confirmed his hunch about what had happened a couple of hours ago, what it _didn't _confirm was his dwelling in his own bed and the water and soup placed beside him. "FRIDAY," he called out blearily, "what time is it?"

"**11 o'clock, boss.**"

Tony frowned, cracking his neck as stumbled out of bed. He was still wearing his suit, granted it wasn't exactly in spick'n span condition. His mouth tasted rancid though, so Tony chugged down the glass of water and soup.

"Did Pepper stop by?" He asked, wandering to the living room.

"**No**-"

Tony saw Peter sprawled on one of the couches.

"-**but Mr Parker has.**"

"Huh," was all Tony said, shuffling towards the kid, he had an AP Calculus book with him, cute. "Peter," Tony whispered, moving to poke the kid in the ribs, "you awake-"

Peter practically sprung awake, flinging himself behind the couch, a hand outstretched as if to shield him. "_Wha- who_... oh." The kid's panting eased, outstretched hand coming to rest on his chest and dilated pupils, deflating. "Tony," he huffed, "you scared me."

Tony raised an eyebrow. "Yeah, no kidding. What was that all about?"

Peter shrugged, climbing back onto the couch. "Just a crap dream, nothing too strange."

Tony frowned, sitting beside him. "You get nightmares often?"

The kid hummed. "Every now and then," the boy turned to look at him sharply, "more importantly, what's with you getting wasted? I thought you had moved on from that phase?"

Tony sighed, leaning into the couch. "Just some Accords business, nothing you need to worry about," he paused, "wait, were you the one who put me in bed?"

Peter snorted. "Who else did you think it was? DUM-E?"

Tony frowned thoughtfully, the water and soup coming to mind. "It looked like you knew exactly what you were doing. You handle drunk people often, kid?"

Peter hummed, picking up and leafing through his textbook. "Occasionally, my aunt likes going out once in a while."

Tony hesitated slightly, before clapping a hand on Peter's shoulder. "...thanks, kid, I appreciate it. Sorry, you had to take care of me instead of tinkering in the workshop."

Peter stiffened at the touch, casting Tony a look of surprise before looking away with one of ...bitterness?

"...it was no problem," he muttered, gesturing to the apartment, "I got to study in some peace and quiet." Peter peered at Tony. "You don't mind, right? Me being here?"

Tony chuckled. "Of course not, kid, you're welcome here anytime."

Peter grinned. "Thanks," he said, slowly standing up and stretching his arms. "I suppose I should head home now."

He frowned. "Happy can drop you off, don't worry."

Peter winced, shoving his hands into his pockets. "Ah...ok, if he doesn't mind."

Tony scowled. "Of course he doesn't mind, he works for me. FRIDAY?"

"**Calling Mr Hogan.**"

The kid raised an eyebrow at him. "What about you?"

He frowned. "What _about _me?"

Peter grinned. "You aren't going on your," he made air quotes, "_late-night patrol."_

Tony cleared his throat, stumbling to his feet. "_Ah-hem_, yes, about that. I lied."

Peter looked at him. "And?"

"And _what?"_

"You aren't going to tell me how you're tracking me?"

"Of course not, you would try to avoid it."

"This is an invasion of my privacy."

"_This _is a safety precaution in the event you get kidnapped. Contrary to popular belief, I actually have better things to do than stalk pre-teens."

Peter frowned, scratching his chin. "I _suppose_."

"**Boss, Mr Hogan is waiting in the garage."**

Tony waved Peter off. "Shoo, kid, we'll discuss this later."

Peter grinned at him, giving Tony a mock-salute before scampering off. "Bye, Tony!" He yelled.

Tony huffed, collapsing back on the couch. "Bye, kid," he murmured.

* * *

"KAREN, scan all my devices for any sort of tracking software."

"...**I've detected one installed in your phone, would you like me to remove it?**"

Peter gnawed his bottom lip, crumpling onto his bed. "No, but do you have the ability to scramble the signal?"

"**...I can disrupt the signal, yes. Would you like me to do so now?**"

Peter shook his head, sighing in relief. "No, just checking."

His bedroom door burst open, startling Peter into tumbling off the bed as May rushed in. "_Peter!"_ She squealed. "_Look_ _what Emma sent-_" She cocked her head at him. "Are you alright?"

"Yes," he groaned, floundering back onto the bed, "yes, I'm fine. What did Emma-" He stiffened.

"I know right," May gushed, holding up the red and blue suit with fondness. "Apparently, there's some new vigilante on the block, called Spider-Man or something. These things are popping up _everywhere_. Which is kind of stupid, because Emma told me that 'Spider-Man' doesn't even wear a suit."

"Uh, yeah," Peter gulped, trying to swallow his panic. "Why did Emma give us one?"

May shrugged, setting the suit down on the bed. "Her boyfriend sells them, apparently they're a hit with the kids, super comfy too, so she sent one to me for you."

"Oh," was all he said, gingerly taking the suit and rubbing a thumb over the material. It was surprisingly firm, thick enough to take a couple of hits without ripping - _wait no what was he thinking._

"You know," May blabbered on, taking a seat on Peter's bed, "this Spider-Man guy doesn't seem half-bad. Emma was telling me about how the guy took down a group of thugs without fatally injuring them, and the only collateral damage was the marks made from the thug's bullets and their van. Apparently, that's really good-"

"May," he interrupted, looking at her in surprise. "you...like Spider-Man?"

She shrugged. "I mean, yeah? He's a hero, right? They're all pretty good. Using their powers to do good and all that shit. It's cool that he's helping the powerless."

Peter bit his bottom lip, looking away from May and taking a steadying breath. "What if...what if Spider-Man didn't want to be Spider-Man? Would that make him a bad person?"

She frowned. "Well, no, just a selfish one?"

Peter clenched tightly onto the bedsheets, knuckles turning white from the force. "Selfish?"

"Yeah," May shrugged, looking wistfully at the ceiling. "Ben...Ben would always tell me, whenever I could do something good, that '_with great power, comes great responsibility_.'" She laughed bitterly, "I suppose I never took it seriously at the time, and I guess I still don't… But sometimes," she looked down, "I think to myself, if someone had the power to get rid of that burglar before he even stepped foot inside this house, but didn't, I think," she clenched her fists, "I think I might hate them for it," she whispered.

Peter wrapped a hand around hers. "I'm sorry for bringing it up," he muttered.

She gave him a small smile, sighing as she got up. "It's fine. I mean, this is all just hypothetical."

"Yeah," he murmured, glancing at the Spider-Man suit lying on the bed, "Yeah, I guess it just is."

* * *

**A/N: Cue Spider-Man, hah, we're finally here. So yeah, in case you didn't get the memo, Thanos doesn't exist here, becausE I can't deal with writing that shit into the plot. Everything else is the same, except Bruce is here and Thor is out doing god knows what in Asgard. Anyway, that's probably not going to be a main focus in this story so I wouldn't worry about it. **


	7. Chapter 6

6.

"Oh my god, oh my god, oh my god," Peter chanted as he flung from rooftop to rooftop, a bag of alien weaponry tucked underneath his arm. "This was such a bad idea, what was I thinking, oh my god, _oh my god_-"

"HEY!" One of the guys chasing after him yelled, pointing his alien gun at the sky. "EAT THIS!"

The web holding him up was incinerated, and Peter was caught in the range of what looked like a freeze ray.

The man suspending him in the air grinned, swinging the gun-ray-thing towards the ground. "KISS THE DIRT, SUCKER!"

Peter hit the ground with a loud _crunch._

"_Ow," _he moaned, blearily aware of the criminal climbing over him, snatching the bag that had fallen from his grasp and stalking away. His little gang followed after him, each armed with their own alien weapon.

"Spider-Man wannabe," the man muttered.

Peter groaned in pain as he stood up, stumbling as he yanked out the bits of rubble stuck to him. Peter dragged a hand down his face.

First official Spider-Man patrol; a total bust, he'd failed so miserably that the baddies hadn't even believed he was Spider-Man.

KAREN also decided to give her very unhelpful opinion.

"**Perhaps thrusting yourself onto the crime-ridden streets of New York in your own merch with very little fighting experience wasn't the best idea.**"

"You think," Peter grumbled, limping towards his apartment.

"**Knowing your own power doesn't translate into experience. You may be well-versed in how to control your own strength but that does not mean you know how to use to aptly, especially since you have no experience in a situation where you are required to run away.**"

Peter sighed. "Well, I guess I know what's on my to-do list."

* * *

"You want to join the Gymnastics Club?" Couch Wilson looked at him in disbelief. "_Why? _You're..." he gestured towards Peter's biceps "... _fit_. What about joining the Baseball Club? Maybe the Running Club?"

"No," Peter stared dispassionately at the Coach, "I want to join the _Gymnastics _Club, and no, I don't care if I'll be the only boy."

Couch Wilson sighed, reluctantly writing his name down. "Practice is every morning, 6 - 8 am, don't be late, and tell me if you change your mind."

Peter smiled coldly at the man. "Thanks," he said, twisting around to stalk out of the gym.

"Hey, loser," Michelle greeted, jogging towards him. "Why are you joining the Gymnastics Club?"

Peter smirked at her. "So I can learn how to do the splits."

Michelle frowned. "Just get someone to push you down if you want to - _hey, wait, where are you going?"_

* * *

"Tony, can I borrow some of your tools? I want to work on something at home."

"Sure thing, kid, just show them to me first."

* * *

Coach Wilson clapped a hand on Peter's back. "I _knew _you'd come to your senses eventually! What club are you going to join now?"

Peter hummed, shifting from foot to foot. "I was thinking Karate."

The Coach's grin faltered slightly. "Karate? Not Baseball or anything?"

Peter shook his head. "Nope," he said, popping the 'p', "I want to join Karate."

Michelle looked at him incredulously when he wandered out of the gym. "You dropped gymnastics after a week?" She asked, walking alongside him. "Why? You seemed pretty determined."

Peter shrugged. "I learned how to do the splits."

* * *

"You're limping, kid. What happened?"

A shrug. "I joined the Karate Club."

* * *

"_Again?" _Coach Wilson looked at him exasperatedly. "Parker, you can't keep switching clubs every week."

Peter shrugged, handing the man a form. "Boxing."

* * *

"So Flash," Betty held the microphone towards him, "as someone who was saved by Spider-Man, what do you think about the new, suited-up hero claiming to be him.'

Flash hummed, looking straight at the camera. "I think it's him, his powers look similar to the one I met. Either there's more than one person with those abilities, or he's the real deal."

* * *

"_Parker…"_

Peter shoved the Coach another slip. "Judo."

* * *

"**Your success rate with crimes ranging around 1 - 4 on the danger scale has improved by 80%, 5 - 7, by 90, and you have yet to encounter any crimes at 8 - 10. Well done, Peter, you have vastly improved.**

Peter grinned as swung himself onto a twelve-story building, looking over the bustling streets of New York with something akin to fondness. "Thanks, KAREN," he muttered, plonking himself on the edge of the roof. "You helped. A lot."

"**The most assistance I provided was in the construction of your suit - and even that was a majority of your effort. Do not underrate yourself, Peter.**"

Peter sighed softly, the ends of his lips twitching upwards into a small smile as he rubbed the material covering his arms. "It's a pretty neat suit, though, and you know what I mean."

"...**I am honoured that you consider me your primary source of motivation.**"

Peter flopped backwards, exhaling. "You're my first friend after a while, KAREN, at this point, you're my motivation for a lot of things."

"...**thank you, that statement fills me with something I have come to understand as joy**."

Peter grinned. "You and me both, then."

"**Then may I use this revelation of my influence in your emotions to dissuade you from jumping into burning buildings without prior testing of the flame-resistant qualities of your suit?**"

"One time, KAREN, it was one time."

* * *

Spider-Man. It was a name Adrian had grown to hate so very much. From the moment he interfered in his capture of Parker to the time where the man intercepted on of his weapons deals, Spider-Man had been the bane of Adrian's existence.

The most annoying thing about the vigilante was that he _improved._ Every encounter, every escape, the man came back a little faster, a little smarter, to the point that Adrian worried the hero would actually catch them.

He wouldn't, Adrian assured himself, because by the time the vigilante would even have a _chance _Adrian would have a genius and an exoskeleton suit at his disposal.

Spider-Man wouldn't have a hope.

* * *

Tony swivelled towards Peter, frowning thoughtfully. "Hey, kid, what do you think about this new hero? Spider-Man?"

Peter shrugged, scribbling down equations in his notebook. "He seems pretty cool, why?"

Tony hummed, twirling a screwdriver with one hand. "I was thinking of meeting him. You know, just to scout him out, make sure he's not a threat."

Peter frowned, pausing in his writing. "Why would Spider-Man be a threat? Isn't he saving people?" Was Peter doing something wrong? He'd been trying to keep his vigilantism as legal as possible, avoiding as much property and collateral damage as he could.

Tony sighed ruefully, turning back to his work. "You can never tell these days."

Peter stared at the man for a couple of seconds. Tony looked like a mess. Bags had never been so prominent under his eyes and he seemed to move like an invisible weight was holding him down.

This 'Accords' business was clearly taking a toll on him.

Peter stood up, his mind made. "Okay," he said, walking over to Tony and snatching the screwdriver from his hand.

"Okay?" Tony replied in confusion, attempting to snatch the screwdriver back. "Okay, what? And give me back my screwdriver."

Peter smiled, handing the object to DUM-E. "No_,_" he said, raising an eyebrow at Tony, "you look too tired for your own good, so _we _are going out and getting cheeseburgers."

"Going out?" Tony sputtered, trailing behind Peter. "Why would we need to go out? I can just get someone to grab food for us."

"Ah, but that would defeat the point," he turned around to poke Tony in the chest. "We're not going out just to eat, we're going out so you can take a break. You're going to work yourself into oblivion."

Tony scoffed. "Oh please, oblivion wouldn't be able to handle me."

Peter snorted, dragging Tony into the elevator.

The man groaned as clambered in, raking a hand through his hair. "I really have gone soft if I'm letting you get away with this."

The elevator gave a slight ding as they reached the ground floor, and Peter tugged Tony through the lobby, much to the bafflement of the staff scurrying about.

"Kid," Tony said exasperatedly, "I have a private garage with, like, a hundred cars we could use. Why are we going through the front lobby?"

Peter smirked. "Believe it or not, the nearest burger place is in walking distance."

Tony looked affronted. "_Walk_? We're going to _walk _there?"

"I know it may come as a shock but not _everyone_ has chauffeurs at their beck and call, and besides," Peter shrugged, "exercise releases endorphins."

Tony sighed, shoving his hands in his pocket as they walked through the busy streets of New York. "You do realise I'm a part-time superhero? I get plenty of exercise."

"I never knew shooting lasers was so exhausting."

"_Hey! _I do more than _just _shoot lasers."

Peter bit back a smile, rolling his eyes. "Sure you do."

Tony raised an eyebrow at him, scowl unable to hide the warmth in his eyes. "Be careful, kid, you're on my payroll."

Peter grinned. "Sensitive topic for Iron Man, huh?"

Tony sighed. "There's no winning with you, is there?"

Peter laughed, practically bouncing into the burger place they had reached. "Nope," he said, popping the 'p', before pausing. "Oh, yeah, I don't have any money, so I hope you brought your wallet."

Tony shook his head as he followed him inside. "Kid, you take me out and make me pay for it. I feel offended."

Peter shrugged. "I'm a broke teen, you're a middle-aged billionaire. What did you expect?"

Tony snorted softly, walking towards the gaping lady at the counter as he got his wallet out. "Two cheeseburgers," he began, flicking a glance towards Peter. "What else do you want, kid?"

Peter paused thoughtfully, before shrugging again. "I don't know, fries I guess?"

Tony hummed. "Two fries, and a frozen coke."

The lady kept staring at him for a couple more seconds, before stuttering a reply. "I, er, yes, of course, right away."

Tony flashed her a quick smile, gesturing Peter towards a table. "So," he said as he sat down, "what's all this for?"

Peter shrugged, sliding into the chair opposite him. "You seemed bummed out by whatever this whole Accords mess is."

Tony sighed. "That obvious, huh?"

Peter shrugged again, rapping his fingers on the table as he glanced around the restaurant. "Kind of."

Tony rubbed his temple, gaze raking over Peter as the boy fidgeted nervously. Despite the confidence he had led Tony here with, the kid still seemed uncertain, anxious even, as he pressed the subject of the Accords. Apparently, he realised what a touchy subject it was, and Tony couldn't help but feel a little grateful.

"Kid," he said, "I wouldn't worry about it too much, it has nothing to do with you."

Peter frowned, gnawing on his lip. "I mean, it kind of is, you know? With the whole… A.I. thing."

Tony exhaled, leaning back onto his seat. "I suppose, but the main issue… it's kind of personal."

"Is it…" Peter looked hesitant, "is it the Rouge Avengers? Are they the ones that are stressing you out?"

Tony sighed. "Kid-"

"I know, I know," Peter back-tracked hastily, "it's not my place to mention it, I haven't even known you for that long. It's just that," he faltered slightly, "I think… you should talk to someone. About it. All this," he gestured to the restaurant, "is just my dumb way of trying to show that I do care."

Tony didn't say anything, just sat there, staring at Peter. The kid continued to fidget, but didn't stop glancing at him.

"Tony?"

He looked so anxious, so hopeful, so _young_, and goddamn it Peter had weaselled his way into Tony's heart and he hadn't even realised.

Tony sighed. "Kid, I… thank you."

Peter smiled softly, and they sat in a quiet, but appreciative, silence.

A waiter stumbled towards them, laying two trays on the table. "Your burgers are here."

Tony grinned. "Well, dig in, kid."

Peter smiled softly in response.

* * *

"_Reports have seen a dramatic decrease in crime rates in New York with the increasing presence of the new, up and coming vigilante, Spider-Man. The general public has taken to the 'hero' with great favour, citing numerous pleasant encounters with the masked vigilante. Many officials, however, have been quick to warn about the red-and-blue clad hero's noncompliance with the Accords-" _

Peter snatched the remote of the table, switching off the T.V. just as May stumbled through the front door.

"Hey, Peter!" She greeted enthusiastically, bumbling towards him before collapsing on the couch. "Owww," she whined, wincing as she attempted to get up.

"May?" He questioned, standing up gingerly and making his way towards her. "Are you alright?" She certainly didn't _look_ alright. For someone who had supposedly just gone out on a job interview, she looked rather… wasted. Tousled hair, smeared lipstick, it wasn't exactly discrete.

Peter's worry became even more pronounced when he spotted shredded bits of what he could only call a resume stuffed into her purse.

He groaned, a sinking feeling pooling into his stomach. "Please tell me you didn't drink again."

May laughed, a soft, melodic sound that hadn't touched his ears in so long. "Of _course _not," she replied buoyantly, grimacing slightly as Peter helped her into an upright position. "I just… met a couple of friends of mine friends of mine after the..." her face fell, "...the interview."

"Right," he said cautiously, a fair amount of wariness dripping into his voice.

"No, _really_," May insisted, clasping onto Peter's shoulders. "I saw them on my way back so I just stopped for a chat. We were talking about that new vigilante, Spider-Man. Apparently, he's got an actual suit now. One that's kind of similar to the stuff Emma's boyfriend sells- apparently she was really smug about that one, they said she was wondering if she could charge Spider-Man for ripping off the design. It's _really _similar, like, the colour scheme, layout, and everything. It's just the materials that are supposedly different. I wasn't too sure about that one, asked them how she knew, it turns out that Spider-Man had jumped into a burning building and his costume came out scot-free. _That _was surprising. Spider-Man must have some pretty nifty-"

"May," Peter interrupted gently, "you're rambling."

She blinked at him, pupils dilating as she stared at him. "A-Am I?" She stuttered, her grip on him slackening. "I don't… thi..nk... I'm… ramble..." She began to crumple towards the couch, and Peter managed to grab her waist just before she hit the cushions.

He lifted her into his arms, lugging May towards her bedroom and dumping her onto the bed. Peter patted down her pockets, scowling as he fished out a packet with white powder.

Failed an interview, met with 'friends', and came back unusually happy. It didn't take a detective to figure out the story there.

Peter groaned, slumping against the bedroom wall as he raked a hand through his hair. Of course she wasn't going to stop just because he asked politely. She'd never followed through with any promises relating to alcohol, what was so different about 'proper' drugs?

_typical. one of the few times he saw her so happy was because she was __**high**_

Peter exhaled, shifting away from the wall and towards the bathroom. He flushed the packet down the toilet before scouring her bag for more.

After a good ten minutes of searching, Peter sighed. "KAREN," he muttered.

"**Yes, Peter**?"

"I'm going to install some x-rays in the house, I want you to notify me if you detect any suspicious substances."

"**Of course**."

Peter sighed, ambling back towards the living room and collapsing on the couch. It was sad, really, that he wasn't even that surprised at the current turn of events, just frustrated.

It spoke on so many levels about how screwed up his life was.

_it wasn't unearned. he'd hurt her, he'd made her forget. It was his fault he deserved it_

Peter fell asleep to the grating dreams of May screaming, crying, and whispering you deserve it

* * *

"**Boss, there's an incoming call from Secretary Ross, should I answer-"**

"Decline," Tony snapped, leaning closer towards his holographic display. "Play it again."

The footage rewound itself, and Tony found himself scratching his chin as the two clips played side-by-side. Both Suit-Spider-Man and Mask-Spider-Man were fighting a group of non-powered individuals using almost identical styles. A primary focus on evading, prone to letting their enemies hit each other rather than hitting them themselves, and if they absolutely _had_ to throw a punch, pulling it as much as possible.

It was a very non-lethal style, one that Tony approved of, and one that was extremely hard to replicate. He was about 99% sure both Spider-Mans were the same now. Adhesive qualities could be replicated, webbing could be replicated, but the ability to hold back so much and still throw a heck of a punch was tough to master in a week.

It was no wonder the media adored the vigilante so much, Tony mused, the guy looked out for the little guy but didn't destroy everything around him when he did, something Tony couldn't say the same for.

If only Spider-man had popped up a couple of years ago, then Tony wouldn't have needed to spare him more than a couple of glances. Now he had this responsibility pressing on his shoulders, to check up on the hero, be sure he wasn't a threat, and, if possible, get an identity.

After all, until the Accords were officially reformed Tony still had a duty to uphold them.

Even if it meant spilling someone else's secrets.

So, sighing, Tony zoomed in on the image of Spider-Man's mask. "FRIDAY, bring up all footage containing this image."

"**...4313 relevent files found.**"

Tony groaned, snatching his coffee of a nearby bench.

It was going to be a long night.

* * *

Nothing.

Fourteen hours of continuous searching, scanning, scrutinising, and Tony found _nothing_.

There was no pattern to where the vigilante went, no regular patrol for him to follow. Every time it even _looked_ like the hero was going to take a break, all footage was suspiciously absent.

The only thing Tony could predict was when he turned up. Spider-Man was a night owl, circling the streets after midnight more often than not. Whether that was because of daytime commitments or prime crime times, Tony wasn't sure.

The hero's age was somewhat of a mystery as well. The man was small, no doubt, but Tony wasn't keen on relying solely on that fact. He rarely talked, but the few times he did revealed a relatively young sounding voice. A college student was Tony's best guess.

At least he knew for sure Spider-Man was a man, it was either that or a very broad-shouldered woman who was ...lacking in certain departments. Boobless, as Tony would crassly put it.

Regardless, he had a Spiderling to find.

* * *

Peter hummed, bopping his head to the retro music KAREN had taken a fondness to playing. Absentmindedly, he webbed up one of the thugs running towards him, side flipping onto a balcony nearby to avoid an incoming bullet - which he made sure to web before it could cause any real harm.

"DAMN YOU, SPIDER-MA-" Peter shot a web at the ensnared man's mouth, making shushing motion with his other hand.

"Quiet, dude," he hissed, "people are sleeping."

The other, not-ensnared, man scowled at him from the street below, pushing back thick, greasy hair with a meaty hand and holding out his gun once again. Except that this time it wasn't pointed at Peter, this time the barrel was trained on the window of a nearby house.

"Let him go," was all the man said, motioning to the webbed up thug.

Peter narrowed his eyes, inching towards the man, hands raised. "You don't even know if someone's on the other side of the glass," he accused.

The thug smirked. "But you're not going to take that chance, are you, Spider-Man."

Unseen to the man, Peter grinned. "No," he said softly, tilting his left wrist ever-so-slightly. "No, I'm not."

The thug grinned. "Good choice, the moment I see a finger so much as twitch towards your wrist, this trigger will-"

"KAREN," Peter muttered, ignoring the man's babble as he eyed the way the goon let his gun-holding hand sag slightly. "In three."

The thug frowned. "Who are you even talking to-"

Without a twitch from his fingers, a web fired from his shooters, latching onto the mouth of the gun and pulling it from the man's grasp. Peter leapt towards him almost immediately, a leg outstretched as to knock the man off his feet. Carefully, he webbed the thug's arms and legs before carrying him off the road and onto the sidewalk, firmly sticking him to a wall.

Dusting off his hands, Peter grinned, a familiar spark of satisfaction bubbling through him. It was nice, he mused as he flung through the air, to do something good. It gave him a warm, fuzzy feeling that couldn't be quantified.

"So, KAREN," he said as his feet touched a solid rooftop, "how was controlling one of my suit's functions?"

"**It was fine**," she replied, "**I had little difficulty calculating the required trajectory and force needed to accomplish the task**."

Peter nodded, squatting down at the edge of the building. "That's good. You didn't have any issue interpreting a non-verbal request?"

"**The context provided me with sufficient clues.**"

Peter smiled softly. "Good," he said, sighing slightly as he glanced over the obnoxiously lit street. Peter hunched forward, exhaling wistfully. "A superhero, huh? Who knew?"

"...**do you regret it**?"

Peter shook his head. "No, now that I think about it, it was kind of inevitable."

"**How so**?"

Peter swung his feet, shrugging slightly as he gazed into the sky. "I suppose I knew that if something went wrong and I was there, I wouldn't be able to walk away," he let out a bitter laugh. "It's almost a miracle I lasted a year as it is."

"...**you have a good heart, Peter, do not forget that**."

He let a bitter smirk crawl up his face. "Do I, though?"

"**You do,**" KAREN said in a surprisingly firm voice, "**you always have, always will.**"

Peter went quiet for a couple of seconds, fiddling with his web-shooters as he stared resolutely at the street below.

'_I trust her,'_ he thought, clenching his teeth, '_I trust her more than anything.'_

"D-Do you," his voice cracked, "do you know why I never used to consider heroing?"

"...**no**."

Peter took a deep breath, keeping his gaze fixed firmly downwards. "I… there was an incident, with May. She was… drunk. More than usual."

KAREN didn't say anything, but Peter could hear a comforting hum through his earpiece. He let out another long exhale.

"Back then she was a lot more...unstable, I guess. Four years wasn't long enough for things to heal, apparently."

"**Unstable in what form?**"

Peter winced. "Sensitive, volatile, neglectful too, I suppose. I was only a kid,;I was still learning how to take care of myself."

"**And?**" She egged.

Peter shrugged. "When May was super dunk she would go into these kinds of… fits, I guess. Lots of screaming, crying, and stomping around. It happened a lot. Normally, I would just lock myself in my room until it was over."

"...**but this time you did not.**"

"No," Peter confirmed, hunching further, "no, I didn't. I had just gotten my powers, you see, so I thought I could… calm her down, I suppose."

"**And that did not work out, I assume?**"

"Nope," he let out a harsh laugh, "she… started to hit me, I panicked, and even though I was strong enough to take it, I tried to make her stop."

"**That seems like a logical thing to do.**"

"Not for me," he hung his head, gulping down another mouthful of air. "I… punched her. Once. It was a terror-induced reaction; I wasn't thinking properly."

"**But she was hitting you, would that not make it justifiable?**"

"I had super-strength, KAREN," he muttered quietly, bitterly. "I didn't even know how to control it. One hit from me… that was all it took to send her crashing through a wall."

"**But you did not intend for that**?"

"I didn't," Peter agreed, "but that didn't change the result. May got serious head-trauma, and even though she made a full physical recovery, she was diagnosed with amnesia." He leant back, tugging his gaze to the half-crescent moon. "Everything from the last four years became nothing but a hazy memory for her. She still drank, and she was still as irresponsible as ever, but May was… willing to turn over a new slate."

"**From what you have told me, this seems like a good thing.**"

Peter sighed, flopping himself completely on the rooftop. "It was, I suppose," he relented, "but I still felt guilty, you know? And terrified of myself. So I tried not to fight anyone, learned how to control my strength and left it that. I didn't want to attract any attention, I was lucky enough as it was with how the whole thing with May turned out. I didn't want to press my luck."

"**But now you use your abilities to fight crime?**"

Peter exhaled, stretching out his hands in front of him. "I guess that whole thing with Flash just proved to me that I could help people. And what better way to atone than use the thing I hurt people with to save them."

"...**you've got nothing to atone for, Peter.**"

"Logically, no, I probably don't. But emotionally?" A bitter smile crept onto his face. "That's some baggage I wouldn't wish on anyone."

"**You're brave, Peter, more than you think you are.**"

Peter scoffed. "I'm not brave, I'm a coward. Ever since I got these powers I've spent most of my time running away from them." He paused, a frown threatening the corners of his lips. "Wait, your speech."

"**My speech?**"

Peter nodded, a grin breaking out on his face. "Yeah, you're talking informally!"

"**My analysis has shown that human-like speech patterns have a more comforting effect on people**," she hesitated. "**Do you want me to speak like this?**"

Peter shrugged, standing to his feet. "I honestly don't care, it justs shows that you're learning. Speak whichever way you like."

"**Then I shall resume my formal articulation.**"

Peter grinned, flinging a web in the direction of his apartment. "You do you, girl."

* * *

**A/N: Ah, yes, Peter got beat up in the first part. He has little combat experience, so I thought I'd give him a bit of a training montage to up his strength. Hopefully, that didn't seem too stilted. And we also had a bit of Tony and Peter bonding which I hope didn't seem to cringe and finally some details about May and Peter's history together revealed. I've been hinting at it, so hopefully, that wasn't too out of the blue. Also, I have no clue about drugs and shit so don't look too hard at that, and I hope you don't mind me glossing over Peter's transformation into Spider-Man. Hopefully, it wasn't too sudden. But I kind of used short snippets to speed up the process.**

**I really want release then next chapter, especially when I read your comments, but I can't in case I have to change something. I write one chap ahead of what I post, and honestly, I've been so tempted to release this earlier because of your comments but I've managed to finish the next one finally so here you go.**


	8. Chapter 7

"Hey, loser."

A lunch tray was slid next to Peter's, and a figure dumped herself beside him.

"Michelle," Peter greeted dryly, snapping his notebook shut. "For what reason have you graced me with your presence?"

A wad of cash was thrown his way and Peter caught the bundle with a frown. "What's this for?"

Michelle shrugged, already turning away from him. "Commission," was all she said, before slurping on a chocolate milk carton.

Peter scrunched his eyebrows together, leafing through the notes. "This looks more like a hundred per cent than ten."

Michelle only shrugged again. "You had good answers."

Peter raised an eyebrow at her, shaking his head as he tossed the bundle back. "I can't accept it, it's too much."

Michelle chucked it back. "It's yours. No givebacks."

"I said I don't want it."

"But I said it's yours."

"But _I _don't want it."

"Do I _look_ like I care whether you want it or not?"

Peter raised a hand defensively, nudging the money away with the other. "Just - please," he said, 'take it back. This is way too much."

Michelle rolled her eyes at him, turning away as she motioned to his face. "Have you seen yourself in the mirror lately? You look like total _trash_. Just accept the money and buy yourself something to eat."

"I-" Peter bit back his retort. As much as he didn't like accepting pity, he knew Michelle wasn't the type to give it. She …probably meant it.

"Thanks," he said quietly, splitting the pile and sliding over the other half. "I… appreciate it."

Michelle took the cash with a sigh. "That's as much as you'll accept, huh?"

Peter shrugged, not responding.

Michelle snorted, hesitating for a couple of moments before saying, "call me MJ."

He snapped towards her. "Huh?"

She shrugged. "My friends call me MJ."

"Oh," Peter said awkwardly, fidgeting slightly. "I, uh, thanks."

Miche-MJ snorted. "It's no big deal."

"Still," he said, "thanks. You're, er, my friend too."

MJ smiled, turning back to her chocolate milk. "Of course I am."

* * *

"A trip?"

Mr Harrington nodded, handing out forms around the class. "To the New York Hall of Science," he said, "it's kind of a customary thing. Everyone does it."

Ned held up his hand. "When is it?" He asked.

Mr Harrington shrugged. "In a couple of weeks, I think? It'll be on your form."

"A trip, huh?" Peter glanced over the form handed to him, gaze hovering slightly at the _Guardian's Signature_. "Is it that important?"

Mr Harrington shook his head. "No, not really," he said, "but it's a good experience."

Peter hummed, staring at the form for a bit longer before stuffing it into his bag.

"Are you gonna ditch the trip?"

Peter turned to MJ, who had slid beside him. "What?"

She raised an eyebrow at him. "That look," she gestured to his face, "it's the _I-don't-want-to-do-this_ look. So, are you going to ditch?"

Peter shrugged. "Who knows?"

MJ frowned, narrowing her eyes at him. "Your aunt won't care?"

Peter scowled, looking away. "I don't-"

"**Peter,**" KAREN whispered urgently into his ear and Peter frowned, cutting himself off.

"Peter?" MJ asked suspiciously, cocking her head.

He glanced away, digging the earphone deeper into his ear as dread festered inside of him.

"In a minute," he muttered, rapping his feet apprehensively on the floor, unable to hide the skittish tremor fluttering through him as he piled his things back into his bag.

KAREN barely talked to him during school. If she did, then something was definitely wrong.

"Peter?" He heard MJ ask again. "Peter, who are you talking to?"

He, guiltily, ignored her, simply flinging a hand into the air. "Sir, can I go to the bathroom?"

Mr Harrington frowned at him, gaze sharpening as he took in Peter's edgy behaviour. He sighed. "I suppose-"

That was Peter needed for him to grab his bag and sprint out the door.

"_Wait!_" He heard MJ yell. "_Peter! Where are you going?"_

Peter ignored her, bolting through the corridor. "KAREN, what is it?"

"**I've detected unsafe substances being brought into your apartment.**"

He gritted his teeth, clenching his fists harder as he swerved toward the exit. "What substances, KAREN?"

"**Large amounts of ****methamphetamine, as well as cocaine and opium,**" she paused, "**there are also several suspicious individuals situated outside your apartment.**"

Peter grimaced, the dread festering inside him frothing to frustration and stirred with trickles of anger. Fishing into his pocket, he pulled out a pair of glasses. "Give me a visual, KAREN."

A video appeared at the corner of his view. Four, no, five men were standing outside the apartment. They were definitely seedy-looking. Gaunt, hollow faces, eyes rimmed with bags, and spiny little arms that looked like they could snap at any second. In their hands were big, bulky bags that were dragged closely to the floor.

May was talking to them, laughing with them, a small bag of her own in one hand and a couple bills in the other. She handed the money to them.

"KAREN," Peter asked once he was out the gate, "would it be faster for me to take the train or just run home?"

"**The next train will arrive in ten minutes, it would be more efficient for you to run or perhaps swing home.**"

Peter grimaced, ducking into a nearby corner. "Thank god I brought the suit," he mumbled.

Peter got changed in a matter of minutes and found himself swinging his way towards his apartment in rapid fashion.

'_Please, May,' _he thought as he rounded towards the building, '_don't do anything stupid.'_

Shirking into a nearby abandoned alleyway, Peter shuffled off the suit, stoving it back into his bag before sprinting into the apartment lobby and bolting up the stairs. He swerved through the corridors, coming to an abrupt stop as the men from the video came into sight.

They stood stiffly by the door, hefty bags still in hand as they quietly conversed. Nothing had changed from the video except for the addition of another man.

Peter narrowed his eyes, slowly stalking towards them. The adrenaline was still fresh inside him, coursing through his veins as fiercely as a fervent fire.

"Who are you?" He demanded, voice firm and threatening as he studied the men in front of him. Shifty, nervous, scared. Peter could say that for all but one of them.

The buff, but recent, addition of the group strode up to him. He had a cigarette in one hand and a bag in the other. The man lacked the same meek, lanky quality the others had. Peter could see the bare outline of bulging muscles creasing through his ratty shirt and a smug look resting on his face in lieu of the guilty ones that his friends sported.

"What's it to you, kid?" He asked, taking a drag of his cigar. The man towered over Peter, glancing down at him with a cocky smirk. "Shouldn't you be at school?"

Peter raised an eyebrow, pointing at the apartment door. "I live here, you know? So I feel like my question is very justified."

The man scowled, waving his cigarette threateningly under Peter's throat. "Look kid, this is adult business, so keep your little head out of it."

Peter scowled right back at him, snatching the lit cigarette and crushing it in his palm. "If you're doing any funny business with May, you're doing it with me."

The man ran a considering gaze over Peter's burned hand, before tugging it up to his eyes. "You've got guts, kid. How about we make an agreement? You stay out of-"

"_Peter!" _

May burst through the apartment door, staring in blatant horror at the sight of Peter. "W-What," she stuttered, "y-you're supposed to, school-"

"May," he cut her off, glaring at her coldly as he held out a hand. "Where is it?"

She flinched, backing away towards the door. "I-I don't, I n-need-"

"_May," _he said sharply, closing in on her. "_Give. Me. The. Drugs."_

May practically attached herself to the door, hugging herself with trembling hands as she locked her gaze with the floor. "I-I-"

"_What the fuck?"_

Peter whipped around.

Happy Hogan was staring at him, a phone in one hand and a gun in the other.

Peter flinched at the look of sheer _hate _being directed his way.

"Kid," the man hissed, striding towards him in righteous fury, "you are in _so _much trouble."

Peter sighed, glancing at Happy, then May, then the drug dealers.

'_What even is my life?'_

* * *

It was a coincidence, really, that Tony found out.

He'd been in the lab, tinkering around with a couple of his suits when he asked FRIDAY _the _question.

"Hey, Fri, is anything interesting going on right now? I'm kind of bored."

Tony hadn't really expected a good answer, he'd found out early on the FRIDAY's definition of 'interesting' lined up more with Pepper's. Boring stuff, in other words.

But to his ever-lasting surprise, she came up with a reply that actually made him straighten.

"**Mr Parker has left school and is on his way home.**"

Tony had paused at that, raised an eyebrow at the inklings of _concern_ that was trickling through him. It wasn't his business, it wasn't his responsibility, but he'd still found himself attempting to appease those feelings by asking. "Is his aunt with him?"

FRIDAY had paused for a second before replying. "**According to the Midtown High School attendance, Mr Parker hasn't formally been taken out of school. It looks like he's just run off.**"

Scratching his chin thoughtfully, Tony had frowned. The inklings of concern had turned to waves of worry, and Tony was torn once more. Peter didn't seem like the kind of kid to bunk of school. Maybe Tony should go check on him? Make sure he's safe? That would be the responsible adult thing to do.

But Peter was a responsible kid. He could handle himself, he didn't need his boss to stick their nose in his business.

'_But what if something's wrong? What if he needs help? Peter's only a kid. A poor, civilian kid.'_

Tony had been indecisive, but FRIDAY had provided him with an easy out.

"**Mr Hogan is near Mr Parker's apartment at the moment, you could ask him to check up on him?**"

Tony had grinned and turned back to his tinkering. "Great, shoot him a message."

"**Of course, boss.**"

* * *

A hand grabbed Peter's arm roughly, yanking him away from May.

"Are you alright, ma'am?" Happy asked her gently and after receiving a shaky nod, gave Peter a dirty look, turning his gun on the dealers behind them. "Out," he said, making a 'shooing' motion with the weapon. "Out, out, out. If I catch you in this building again you'll all be dead, got it?"

The group looked sufficiently cowed by the gun, gladly shuffling out of the man's way.

Peter saw a couple of pitying looks being tossed his way.

He ignored them.

_Resmenntant churned in his gut, bubbling and simmering at every spiteful glance Happy shot at him._

"-to explain why I heard you practically _threatening _your mother for drugs?"

Peter blinked at Happy. The man was standing in front of the door, one hand clutched over the gun and the other placed soothingly over May's shoulders. A scowl was fixated on his face and anger still clenched his frame. Happy stood tall and rigid, glaring at Peter like he belonged on the sole of his shoe.

May, on the other hand, was meek in the man's grasp. Her arms trembled as they hugged her chest, and her legs were as shaky as a new-born deer. Peter suspected she would collapse the moment Happy let go.

But what really got Peter was her eyes. They were begging him.

And judging by the way she leaned into Happy embrace, he had a feeling he knew exactly what they wanted.

"Kid?"

Happy was still glaring at him, so Peter shrugged.

"Because I wanted to get high?" He said lamely, not even bothering to look at Happy. It was a pathetic lie, so poorly executed that Peter half-hoped Happy would call him out on it, look deeper, find something-

"You're an absolute piece of shit." Happy said instead, and Peter felt himself wilt slightly in disappointment.

'_-this is good, this is what you want, why_ _**aRe yoU DIsApPoinTed pETeR-**_'

Happy held May tighter, casting Peter a final, hateful glare before ushering her into the apartment, leaving Peter to lean against the wall next to the door.

"It'll be fine, ma'am," he heard Happy console, "teenagers can be dicks sometimes, trust me, I've had experience."

That startled a weak chuckle out of May, and Peter felt himself grit his teeth as soft cries of injustice echoed through him.

'_i tried so hard, i tried so so hard to make things better, why are you agreeing with him? i've never been a dick to you on purpose. why, why, __**why.**_'

"What's your name? I can't keep calling you ma'am."

"M-May, May Parker."

A chuckle. "Nice to meet you, May. My name's Happy, Happy Hogan." A rustle, the sound of clattering through the kitchen. "Would you like some water?"

"A-ah, yes. Yes, please."

More clattering sounds. "Here you go, I'll go sort out that ungrateful brat now."

"A-ah, wait," the sound of glass touching glass, "Peter's been having a bit of a ...rough time lately. Please, don't blame him too much."

Peter dug his nails into his palms, clenching his teeth so hard he felt his mouth click.

A chuckle. "Failed a couple of tests, did he? You're too kind, May."

The heavy drum of footsteps closing in on Peter had him stiffening and his pained expression hardened to one of indifference.

The apartment door slammed open and Happy stalked out, a menacing scowl prominent on his face as he grabbed Peter's arm, grip almost bruising, and dragged him away from the apartment. Peter followed along limply, keeping his gaze tucked firmly away from Happy.

'_it's a misunderstanding. he doesn't know, you didn't tell him, it's not his fault.'_

Bitterness still bubbled through him.

Happy didn't say anything as they exited the building, simply pulling out his phone as he shoved Peter into the backseat of the car.

"Hello? Tony?"

Peter felt his stomach drop, and even as the sound barrier drew up between them, he found his super hearing letting him listen to the one-sided conversation anyway.

"Yeah, I found him," he heard Happy say. "No- _what_, no. Just let me finish. He was doing drugs." A pause. "_What? _Of course, I'm being serious. I walked into that corridor and there was this group of drug dealers and Peter was practically cornering his mother, saying stuff like 'give me the drugs.'" Another, longer, pause. "I'm sure, yes. He admitted it, and his mother seems like a very sweet person so I doubt it." A short, confused pause. "Mother, yes, who else would be there? Never mind that, I'm taking him to you." Another pause. "Yes, _you._ Who else? Whatever, I'm here, you can deal with the kid."

Peter flinched as the call ended, gazing out the window as the car pulled over at Stark Tower.

'_This might be the last time I come here,' _he thought dazedly, clambering out of the car.

"Come on, kid, hurry up." Happy's sharp tone cut through his musings, and Peter found himself trailing after the man, head hung low as he shuffled through the lobby and onto an elevator.

Happy looked significantly less hateful now, Peter observed, his scowl had eased slightly and had been replaced with a more businessy look.

'_Right,_' Peter thought as he stumbled into a random room, '_because at the end of the day I'm just a job to him. Nice to know.'_

"He's all yours, Tony," he heard Happy mutter as the man turned back towards the elevator. Peter took a deep, steadying breath.

'_-calm, be casual, be indifferent, be calm, be casual, be indifferent, be-'_

"Hey, kid."

Peter glanced up, a bored expression plastered on his face as Tony glanced up to him from his seat on a bench. The man looked ragged, almost. Peter identified it as his _Fresh Out Of The Workshop _look.

"So," Tony said, gesturing to the seat next to him, "care to explain this whole 'Peter's doing drugs and threatening his mom/aunt' business?"

Peter didn't sit down, choosing to stay rooted to his spot and shrug instead.

"Not particularly," he said, fixing his gaze on to one of Tony's many floor-to-ceiling windows.

Tony narrowed his eyes, jaw visibly clenching as he glared at Peter. "Do you realise how serious this allegation is? It's not something I can just tuck away and ignore. I need answers, Peter. I need an explanation or I'm going to have to assume the worst."

Peter gritted his teeth, fighting to keep a neutral expression as he folded his arms over his chest. "Assume the worst then. I don't care, just stay out of my business."

Tony let out a strained sigh, balling his hands into fists. "_Kid," _he said warningly, before taking another deep breath. "Just tell me," he said, in a calmer tone. "Why were dealers at your house? Why did you ask your aunt for drugs? There's some context to this, I know that much."

Peter scowled at him. "Why are you so insistent? You heard what Happy said, I _admitted _it."

Tony exhaled, grabbing a device from the counter. A projection appeared, one with Peter's face and various statistics next to it.

"I had FRIDAY scan you when you arrived at the tower," Tony explained, before zooming in on several of the numbers. "From what she can tell, you're completely clean."

Peter wrinkled his nose, turning his gaze, once more, away from Tony. "Yeah," he said sullenly, "I'm clean, cool. What of it? I could still be selling drugs."

Tony sighed, getting up from his seat and moving towards him. "Peter," he said, "you're fourteen. Whatever's going on with you is clearly more than you can cope and, from what it looks like, you're taking it out on your aunt."

Peter stiffened at that, clenching his hands into fists as he shifted away from Tony. "That's none of your business," he whispered.

But Tony kept pressing.

"Yes, it is," he insisted, moving closer to Peter. "Your aunt probably works hard to raise you and you're practically spitting all over her by dragging her into whatever mess you've gotten involved with. So, please, just tell me so we can sort this all out." Tony was almost begging at this point.

Peter shook his head, backing away towards the elevator. "No," he repeated firmly. "No, this is my mess, I'll sort it out, you stay away from it."

Tony followed him, holding out a hand. "You're fourteen, kid. Just tell me what's wrong, we can sort this out together. Promise."

Peter stared at Tony, at his outstretched hand, at the reassuring smile on his face. And for a minute, he considered taking it. What would happen, Peter thought, if he told Tony what was going on. If he told him about the alcohol, drugs, May-

'_-your aunt probably works hard to raise you and you're practically spitting all over her-'_

Peter startled from those notions, batting away the outstretched hand. Tony wouldn't understand, and he could not, would not, betray May like that.

'_even though she __** d**_ _you first'_

"I have to go," he rasped, stumbling into the elevator.

Tony looked panicked, floundering to stop him as the elevator began to close.

"_Wait, stop," _he cried, "_FRIDAY!"_

"KAREN," Peter whispered as the elevator began to descend.

"**Boss,**" he heard FRIDAY say, "**something's bypassing my systems.**"

Peter winced as Tony swore, and sprinted through the lobby as soon as the elevator touched the ground.

"_Hey! Peter! Come back!"_

Peter grimaced, but kept running, running, and running.

"KAREN," he muttered as he sprinted through the streets, "completely remove any sort of tracking or camera functions from all my belongings and our apartment. Mine or Stark's. Blow them up if you have to. I'm not risking any hacks."

KAREN seemed to hesitate.

"**Your aunt?**" She questioned.

Peter grimaced. "Completely. Remove."

"**Very well.**"

* * *

May stared at the slightly ajar door, hands trembling as she cupped them over the glass of water.

Guilt. It was an emotion that she was far too familiar with. Always there, always lurking, haunting every action she made and echoing doubts in her mind.

Never before had it drowned her, swarmed her, like it did now.

Guilt oozed from May's mind, worming its way around her like a swarm of slugs. It clung to her, leaving a sticky trail of _how could you, why did you _and _you __**betrayed **__him_.

Her breath hitched, and the glass in her hand cracked.

It would be fine, she told herself, staring blankly at the threads of blood drooling down her arm. The man, Happy, she reminded herself, hadn't liked Peter anyway, Peter himself had told her that, as well as how much he disliked the man too. Peter wouldn't mind.

_(she liked him though. he was so nice, so sweet, so warm, so much like_ _**b e n)**_

Besides, Peter wouldn't have even taken up that internship if it weren't for May. He'd been perfectly prepared to give it up before. It would be fine. Peter hated people anyway. People except her, that was. He'd probably be glad that he had an excuse not to go on the internship. Maybe he'd even thank her for it.

_(that's not true you know that's not true)_

And the drugs, well, May glanced over at the black bag, hobbling over to it. Peter wouldn't be happy about them, but he couldn't possibly expect her to go cold turkey. She was just weaning herself off. A slow, healthy, normal process.

'_Lies,' _her mind whispered as she grabbed a cigar, lighting it and taking a long drag. May stumbled back onto the couch, allowing another puff before nestling in a corner.

Not even the dazed euphoria of meth could free her from the relentless slither of guilt that kept boring into her.

_(disgrace, liar, cheater, traitor, slut, druggy)_

She closed her eyes, letting the cigar fall from her hand.

'_I'm sorry.'_

* * *

Peter Parker didn't go back home.

Spider-Man started his patrol a bit earlier.

Criminals were found webbed to walls bloodier than usual.

* * *

Tony didn't know what to do. He wasn't made for this shit. For kids, for teens, for kids/teens with _drugs_.

Happy had decided to be a complete asshole and ignore him. Probably because the man was weirdly infatuated with Peter's, admittedly hot, aunt, who he seemed to think was the kid's mother.

Tony made no move to correct him. Happy was officially comprised by sheer bias in this situation.

Pepper and Rhoday were off-country doing something Accords-related and Tony had no energy to explain the situation to them via a call.

So the obvious conclusion was to deal with it himself.

Tony sighed, firmly ignoring the dread curling up in his stomach as he paced around the penthouse.

"FRIDAY," he snapped, "call May Parker."

There was soft dialling sound for about a minute before a bleary voice echoed through the room.

"_H-Hello?"_ May Parker stuttered, a familiar slur that Tony recognised far too well inflecting her voice.

It wasn't that shocking, he mused, she _had _just found her nephew doing, what looked like, drugs. Tony might have cracked open a bottle too.

For a second, he gave the kitchen a considering glance.

"_W-Who is this?"_

Tony snapped from his thoughts, bringing his focus back to the conversation.

"Ah, right," he said. "This is Tony Stark. I was wondering if Peter was with you. Can I talk to him?"

He'd given the kid enough time to cool off. Now was the time to confront him once again.

May seemed to pause. "_I-I thought," _she said, confusion dripping into her voice, "_I thought he was still with you?"_

Tony froze, dread coiling tighter around him. "FRIDAY," he whispered, "what time is it?"

"**Twelve o'clock, boss. Mr Parker left eleven hours ago.**"

"Shit," he said, raking a hand down his face, "shit, shit, shit."

"_Mr Stark?"_

"I'll call you back when I find him, May," he promised, nodding at FRIDAY to end the call before she could respond. Tony strode towards the take-off balcony. "FRIDAY, find all security footage of Peter Parker from the last eleven hours."

"**On it, boss.**"

He grimaced, holding out his arm. His suit came flying towards, and Tony scowled under the mask.

"I'll find you, Peter," he muttered, before plunging into the air.


End file.
